So Much Dust
by Saline Dreamer
Summary: My name's Lilith, and I'm the Caseworker assigned to the Time Lords. My job is to provide guidance to my client race and in most cases, damage control. I only have one client, but that doesn't mean my life is easy. Don't believe me? See for yourself.
1. Lilith

_Synopsis: _Lilith, a Caseworker for the Interdimensional Oversight Commission, has been assigned to administrate all affairs pertaining to the Time Lords. Her client race may only be one being, but he provides enough work for a whole planet as Lilith comes to personally find out on the day he walks through her office door. As anyone who knows the Doctor could tell you, no one escapes an encounter with him untouched or unaffected, and the demi-godlike business-suited Sidra is no exception.

_Warnings/Disclaimers/Other Info:_ I was introduced to the Doctor shortly after the new series began its run by a friend of mine with noble intentions who thought I might like it. Thanks to him, I will never look at department-store mannequins the same way. As I am a relatively new fan to the series, you _will _find some glitches. Please don't flay me alive. I don't own the series or lay any claim to it, and no money is being made from this effort - if you paid for this bit of fluff, you've been had. Anything that you don't recognize from canon probably belongs to me, though, so please don't take it without asking. I don't see why you'd want to, but the request has been made.

Oh yes - in case the above paragraph didn't give it away, this is a 9th/10th Doctor fic, beginning pre-Rose and paralleling the events of the series as it goes. That said, on with the show!

* * *

**1 - Lilith**

"And here is the list of damages. The Coreet civilization will never be the same!"

Neatly manicured hands accepted yet another sheet of paper from the speaker, a spindly and hysterically trembling man in an ill-fitting, patched and nearly threadbare suit. "Twelve fields, nine cowsheds, two granaries and a ziggurat? Impressive."

"Impressive? You call that _impressive?_ That man committed the gravest of sacrilege… and then there is the matter of his ship. The Coreet have never seen a call box, much less even heard of a telephone. It took a supreme effort to convince them that it was a mass hallucination. All of this from one man, Miss Lilith! And they say the Time Lords are a dead race – well, this one more than makes up for the rest of them."

"So I keep saying." Once assured that no more papers were coming, one of the manicured hands pulled a desk drawer open and withdrew a rubber stamp and a blue inkpad. Dials set into the handle of the stamp were rotated to the correct display, after which the stamp was dabbed once into the inkpad and then pressed down onto the topmost of the assembled forms. This was repeated for each of the papers, after which the stamp and inkpad were returned to their place. "Is that all, Mr. Galion? There is much for me to do…"

"Er, no. Just give me a call when you've finished and we can go over the whole mess." Galion glanced up at the wall clock and gasped. "Oh my! If I don't hurry I'll miss my end-of-cycle review – and this just threw a wrench into the works. Good day, Miss Lilith."

"Good day, Mr. Galion." Murk-green eyes watched the spindly man scurry out, almost slamming the door closed behind him in his haste to make his next appointment, and then squeezed shut as a headache began to gather in the cranial space behind them. "Now I know a little bit of how you felt, Father." A quiet sigh and brief forehead-rub, and then the woman reached into another desk drawer for a pen. After checking to make sure that the ink in the pen was a blue to match that of the stamp Lilith began to fill in the blanks left by the stamp to ensure that her paperwork would be filed correctly. She had been schooled in her trade by the Caseworker before her, her father Cameron, and had learned early on that only a novice would deliberately use the wrong ink where blue would be proper. _But why should I use blue ink, Father? Red ink would look so cool,_ she remembered asking him as a young girl of three hundred. Cameron had merely smiled in the patient manner earned through millennia of office work and replied, _Because our work is not meant to be 'cool' or trendy, my dear. It is an exact science, one that has been honed by billions of years of trial and error. If blue ink is what is needed for a task, then leave it that way. It is obviously there for a reason._

"Why?" Lilith found herself muttering under her breath as she worked through the two-inch-thick stack of papers. "Is or is not, there is no 'why'," she continued, providing her father's stock answer. "It's that way because that is the way it has worked for billennia. Why rock the boat?" _1030 in the hour of Lint-roller,_ she thought, glancing up at the clock in the same way her co-worker Galion had. _Only half an hour before lunchtime._

Lilith thumbed through the papers once more to form an adequate synopsis of the current situation, then woke her workstation from its electronic hibernation to make her report. After bringing up the correct program, she cleared her throat and then keyed on her microphone in order to dictate her summary for the system's records. "1040 Lint, Day 37, Year 13, Cycle 4995 Sarien. According to documentation provided by Galion, Caseworker for the Coreet, the figure known only as the Doctor has once again made a memorable visit to a less-advanced civilization. To summarize, the Coreet are primarily an agrarian society, tribal organization with strong theocratic leanings. The Doctor arrived just in time to prevent the rightful leader from being slain as a blood offering to ensure fruitful crops, guaranteeing the removal of a corrupt regency and a return to relative order. A civil war has since followed, but of course our good man made himself scarce before violence could erupt. Damage report following…"

* * *

Twenty floors down from where Lilith sat recounting her subject's latest debacle, partakers in the First Lunch of the day had finished their meal and now trickled out of the cafeteria on the return trip to their various jobs. Almost no one noticed the strange mechanical noise that now emanated from one of the storage rooms, and the few that did passed it off to some flaw in the ducting that Maintenance would get to sooner or later. No one batted an eyelash when a man emerged from the room looking ever so slightly confused; he was no doubt working on the source of the noise and had left his work to get a more expert opinion. One by one the workers made their farewells and vanished in small flashes of golden light, leaving the stranger alone in the hallway and no less confused than he had been when he'd first walked out. "That was different," he muttered, looking first to one end of the corridor and then to the other. "Hello?"

No one answered.

"Guess I'd better try the lift, then," reasoned the stranger, moving down the hall towards the only moderately hope-inspiring door that he could see. It slid open as he approached it, revealing a small chamber that did indeed resemble an elevator until he stepped inside and the doors shut again. The interior walls of the chamber distinctly lacked the instrumentation one would expect in an elevator, save for a featureless black panel placed at about eye level where the door had been only moments earlier.

"Welcome, guest," interjected a polite voice, the words illuminated in a soothing green upon the panel as they emerged from somewhere in the vicinity of the ceiling. "Our records indicate that this is your first time visiting our headquarters. How may we be of assistance to you?"

The stranger stood silently for a moment, considering the words on the panel. "I need someone to answer a few questions. Can you do that?"

"I cannot, sir, but if you will give me one moment I will attempt to direct you to the nearest applicable representative." A quiet hum, then a startled noise from the disembodied speaker. "A Time Lord! One more moment, please." This time there was no sound, only darkness and a faint tingling sensation, and when the stranger became aware of his surroundings again he noticed that the door had reappeared and now opened out onto a new corridor. "You'll be looking for Curator Lilith, sir. Her office is the third door on the left."

The door chimed once more, this time yanking Lilith from her trancelike state and causing her to drop her pen onto the still-blank page of the records book where she was preparing to scribe the narrative form of her latest report. A quick glance down at her appointment calendar showed nothing for the rest of the day, and she glared at the door and the unseen visitor behind it. "Yes, what is it?"

"I'm looking for… Lilith. Is this the right office?"

"Of course it's the right office, my name's only written in ten different universally-accepted languages on the doorplate," she answered sourly. "And who is this?"

"It's the Doctor."

Lilith blinked once, twice, then let her glare deepen as she pushed herself up from the cushioned confines of her chair and made her way over to the door. "If this is another joke, Sidney, I'm going to punch you in the face," she hissed, flinging the door open and readying her arm to swing. Instead of the bespectacled, sniggering Sidney, Lilith beheld a tall, rangy man in a battered leather jacket who now narrowed pale blue eyes at her in puzzlement. "You're not Sidney."

"Nope. As promised, I _am_ the Doctor… am I interrupting something?"

Lilith retracted her fist and stepped back into the office, waving her guest inside. "No, not at all. In fact, I was just finishing up another report about you. Please, Doctor, have a seat – I've been waiting for you for a very long time."

"Have you, now." Nodding once in gracious acknowledgment of his hostess, the Doctor walked through the open doorway into the waiting office. Once inside, he stopped to look around once more and let out a small whistle at the spacious, muted elegance of the room, from the understated functionality of the furniture to the stacked bookshelves that lined two of the walls. Behind the desk stood the third wall, curiously blank save for a thin metal border, and it seemed that this wall and the desk formed the centerpiece of the office. "Nice place you've got here, if you don't mind me saying so. The pay must be killer."

"The work itself is pay enough," murmured Lilith, sizing up her guest out of the corner of her eye as she returned to her seat. "Now sit down, if you would. We have much to discuss."

Her studying gaze was returned in kind as the Doctor sat, giving Lilith the impression that she was a bug under a microscope that the man's pleasant expression did little to dispel. "I see my reputation's gone ahead of me, even here," he was saying with a baffled blink, "wherever here is. Whenever here is."

"You mean to tell me you don't even know where or _when_ you are?" Lilith sighed, rubbing her forehead. "Almost makes me wish you _were_ another one of Sidney's jokes." When this too was met with a puzzled stare, she lowered her eyebrows darkly and muttered, "Are you sure you're the Doctor?"

"Yep." A hopeful smile, then, "At least, last time I checked. Who's Sidney?"

Lilith squeezed her eyes shut briefly in exasperation before answering. "Sidney is this charming fellow in Accounts who sees it fit to tease me endlessly over the antics of my one constituent – that's you – and one of his favorite jokes is the 'false Doctor sighting'. It gets old."

"I could see how it would." A careful pause, then, "It never occurred to you to get a hold of some pictures or something so you could spot a fake, now did it."

"With all of the paperwork you generate, I barely even get time to have a pee. Figuratively speaking, of course." Lilith cleared her mind once more and picked up her pen, attempting to resume her earlier train of thought. "So now comes the fun part. Fortunately it doesn't require much embellishment." She then set pen to paper, scribing out a narrative account of the report she'd fed into her computer moments earlier.

"An accounting of my recent adventures with the Coreet civilization, hm? Charming folk, if a bit bloody-minded."

"One of many reports about it, yes. This one is for public record."

"Ah." Another pause, then, "Is it flattering?"

Lilith frowned and dug her mind deeper into her task, refusing to be diverted. "Not in the slightest."

A few seconds' silence lapsed before the next question. "Does it mention my unflagging bravery or dazzling feats of genius?"

A sour grumble from the Curator. "Creative destruction of life and property, yes."

The Doctor made a small, disappointed noise but refused to desist in his inquiries. "What about my devastating charm and rugged good looks? Perhaps my razor-sharp wit?"

Slamming her pen down on the desk, Lilith glared up at the source of her aggravation and twitched to behold the stranger's face mere inches from her own, grin turned up to full magnetism as he awaited her reaction. Shaking her head, she muttered, "Don't count on it."

The smile turned sheepish as the Doctor sank back into his seat in the manner of a chastised schoolboy, thoughtfully considering the figure on the other side of the desk. "Well then, my apologies if I offended. What might I need to do for you to answer a few serious questions?"

Finishing her written paragraph with a flourish, Lilith set the book aside for a moment and sat back to consider this. "Try saying 'please', maybe?"

The barest hint of an eye roll flashed in response to this and was met with a flat stare from Lilith. "Okay, you've got me there. Would you please tell me where – and when – I am exactly, miss?"

Lilith allowed herself a small smile as she reached into an inner pocket of her blazer and withdrew a brushed metal case. She opened this case and pulled out a slip of embossed paper which she then held out to the Doctor. "My business card. Take it; you'll be able to get back to me as long as you have it on you." Placing the case back in her jacket, Lilith sat back in her chair and watched as her visitor read over the card. "And I know this phrase is much overused, especially when used in reference to you, but the answers you want really aren't that simple."

"Should've expected that," grumbled the Doctor, "especially coming from you, Miss Curator. Let me have it."

"Simply put, you are here and now." Lilith glanced up at the clock once more, breathing an inner sigh of relief when she saw that she only had a few seconds left to go. "We live outside of space and Time as you know them, Doctor. You figure it out – it's time for me to go to lunch."

The business card went into a similar inner pocket in the Doctor's leather jacket, and he made to rise eagerly from his seat. "Lunch sounds great! What's on the menu?"

A petite but firm hand shoved him back down into his chair. "You'll be getting the take-out if I have anything to say about it," decreed the Curator, moving for the office door. "And before you complain, I don't want anything to happen to you while I'm out. For one, the Earth-Human office is in an uproar trying to update their records – they only just now realized they've got a gap dating back to around their Cold War and are running around like you wouldn't believe. They're one of the offices that want you dead on sight, by the way."

Putting a hand to his chest in a pantomime of wounded pride, the Doctor brought out his best pout and retorted, "Why? I've lost track of the number of times I've saved their skins…"

"Oh, be still your beating hearts," snapped Lilith. "For every thing you fix, you break five more. Caretaker Paxmida of the Queem wants to vivisect you, Caretaker Arulos of Kashmera wants your hide for new seat covers, Caretaker Yvenda of Earth has suggested something vile involving a kind of small indigenous rodent, and Caretaker S'shalish of the Lhulian Frebes wants to stuff you and put you up on display as a trophy. Were it not for my duty as your Curator to protect what is left of your race – namely you – I would be inclined to see what form of compromise I could come up with and just be done with the whole thing." The amused smirk she spotted tugging at the corners of the Doctor's mouth only fanned the flames of her wrath. With a growl of anger she wrenched the office door open and stormed out, only pausing long enough in the doorway to turn back and snarl, "You make my brain hurt, Doctor, a pain that grows worse with each stupid stunt you pull. No wonder my father's head exploded when your people were wiped off the map in that nasty little war with the Daleks! In fact, praise to all gods that the rest of your race is gone because if they were all as bad as you I'd say 'hell with it' and exile myself to the Waste Disposal Division!"

All mirth drained from the Doctor's face at this last pronouncement. No sooner had Lilith slammed the door behind her with the percussive force of a gunshot than he was up out of his chair and dashing after her, throwing the office door open again to yell, "Now you just wait one minute – "

– and found himself shouting at empty air as the corridor was completely uninhabited. The only evidence to betray Lilith's passage now crunched underfoot, and the Doctor looked down to see a faint trace of what looked to be fine ash sparkling on the otherwise flawless stone floor. His anger was momentarily displaced as he recalled the vanishing office workers he'd seen earlier and put two and two together, muttering, "Neat trick, but I guess it's back to the lift for me…"


	2. Riot Control

**2 - Riot Control**

"Guess it'll be the soup and salad bar today," Lilith told the cashier, handing over her badge to be scanned.

A smile from the cashier. "Can't say I blame you. Everything else looks kind of nasty." He swiped the badge in front of the reader on his console, tapped a few buttons, and handed it back to her before waving her on. "Enjoy the rest of your day."

"Oh yes," grumbled Lilith, clipping the clear plastic panel back to the lapel of her jacket and then moving over to grab a tray from the front end of the salad bar. "Two hours of respite, and then I descend back into hell with _him._" Next came a bowl and tongs to fill the bowl with assorted greenery. "That is, assuming he's still where I left him, and that's doubtful considering his propensity to get into things. Isn't that what he does best?"

* * *

"I _know_ she's not in her office at the moment. I just want to find her – surely you can do that for me."

"I'm sorry, but I really can't help you," said the elevator in a tone that was not at all apologetic. "Lunch is a very important time for the Caseworkers, for reasons that I really can't explain because I don't want to bore you with a Sidra anatomy lesson. If she told she'd return after lunch, take her at her word and just go back and have a seat. I'm sure she has some very interesting reading material in her office."

"I'm sure she does, but – " The Doctor stopped for a moment and shook his head in disbelief. _I'm arguing with the lift! How could this happen to me?_ A different idea occurred to him and, forcing all irritation from his voice for just a moment, he tried a new tack. "So where do you go for food around here? I've had a long trip and a bite to eat would really hit the spot."

"That would be the cafeteria, sir. You'll need Curator Lilith to sponsor you, though, since you don't have an official ID card. If you'll just give me a moment, I'll send you along to meet her." All went dark once more, not so much a sensation but complete lack thereof, and then the Doctor was looking out onto the same corridor in which he'd first arrived. "The caf's just on the other end of the hall, sir. Curator Lilith's hard to miss – she always sits by herself with the latest soggy romance novel from the Earth-Human office. Don't know why she never gets company though…"

"Because she's as warm and approachable as a sheet of diamond-grit sandpaper?" the Doctor muttered. The lift made a quizzical noise and he shook his head. "Never mind. Thanks for the tip."

"Not a problem, sir. Have a great day."

* * *

"Don't like that ending, not at all," Lilith grumbled around a mouthful of crackers, snapping her book shut and glaring at its garishly decorated cover. "Yvenda needs to tell this one to get her act together – or is it a he? Never can tell." She washed down the crackers with a sip of juice and gathered her emptied dishes in the center of the table; the assorted crockery and cutlery vanished with the press of a button. Smoothing the wrinkles out of her skirt, Lilith rose from her seat and went for a second round at the salad bar, unaware of the catastrophe preparing to kick the cafeteria door open with sturdy black boondocker boots.

"It's you! The Doctor!" This last exclamation came from a waspishly thin woman glaring dangerously from behind horn-rimmed glasses. A glance down at her lapel badge revealed the inscription 'Paxmida – Qu 1, Queem', and the Doctor felt the base pulsing of a headache forming behind his temples. _Paxmida – Queem – vivisection. Thank you, Lilith. _"You caused the Great Typhoon that wiped out half of my planet's eastern seaboard!"

"That's nothing, Pax," rasped a second being, lifting a sandwich to a shadowy head with the ghost of a hand. "Three new volcanoes and a continent split in half. I barely got out alive."

"But this'll give you an excuse to make up a new body, Arulos," pointed out Paxmida, taking a sip of mineral water through a straw. "Why don't you do something about that nose? The last one looked hideous."

"Noted," replied Arulos, turning figments of eye sockets upon the Doctor who in turn got the impression that he was looking into the vortex of a sentient, angry, man-sized sandstorm. "But what shall we do about this one? I still need new seat covers for my office…"

"I still say we go for the gerbil," a third Caseworker growled, reaching none-too-subtly for her table knife. "The humans have a charming term for it – what is it – "

"Felching," the Doctor supplied, winking down at the last worker to speak. "And it's not as fun as it sounds. Tried it. Now if you don't have any more questions for me, I've got some of my own for that lovely young lady at the salad bar."

"Not sso fasst," hissed a fourth voice, this time from a mantis-like individual who now approached the table with a laden tray. "I want my trophy. Ssit for a moment, won't you, Doctor?"

"I don't think so. You see, as long as she's here, you can't do a thing to me…"

_Hell, I knew it would be him._ Wincing, Lilith straightened up from her crouch behind the salad bar just in time to make contact with the unmistakable pair of pale blue eyes, now grouped with a megawatt smile and cheerful wave of greeting which she did not return. _And that's S'shalish he's going after now… a Frebe never takes no for an answer. But that idiot Doctor is expecting me to do something – like what?_

"That'ss technically true, Doctor," said the mantis, gathering itself for action. "We cannot kill you ssince Lilith is here…"

"But there's one of her," grated Arulos, "one of you…"

"And four of us," finished Paxmida, rising from her chair. "The least we can do is make you _very_ uncomfortable."

The grin did not deaden even a fraction as the Doctor looked back to Lilith, who had taken a jar full of crushed red powder to hand and had begun surreptitiously unscrewing the top. "Two to four, Miss Curator. Time to work off those lunchtime calories, eh?"

"Speak for yourself, meatbag," Lilith retorted coldly, wrenching the jar open and grabbing a pinch of the powder in her fingers. "Cover your face!" She then flung the powder towards Paxmida, dropping the jar and kicking it out like a grenade to scatter its contents to prevent any outside intervention. Paxmida vanished with a loud sneeze and Lilith grinned fiercely back at her client. "Two to _three,_ Doctor."

Next to discorporate was Arulos, hit with a splash of Paxmida's mineral water and cursing as he disappeared, leaving a small muddy patch in his chair as the only sign of his presence. "Two left," came the jovial commentary, along with a "whoops" and _splat_ as the Doctor dodged a barely edible missile. "You're kinda good at this for a desk monkey, you know that?"

Yvenda of Earth was the next to fall, skidding along a slick patch created by an upended tureen of soup. "Advanced creative riot control techniques. Had to pass the class in order to get my Caseworker license; I just never thought I'd be using it on my own people." It was Lilith's turn to duck as S'shalish pitched a projectile resembling a live octopus with leathery bat wings towards her, bending aside and snatching up a bottle of vinaigrette from the salad bar.

"What can I say, I bring out the best in people!" The Doctor, startled as he was by the flying octopus, was not so quick to evade a spoonful of gelatinous goo as it impacted on the front of his jacket with a messy _glorp._ "All right, that does it! Just had this cleaned, too."

It had taken Lilith a moment or two to prize the dressing bottle open, but when she did she wasted no time in splattering it over the insectoid form of S'shalish. The mantis roared as its hide began to bubble, and Lilith skidded over to the Doctor while her opponent was thus occupied. Reaching out desperately, she grasped his begrimed hands in hers and willed them both away from the scene of carnage.

This time, instead of the nothingness, there was a feeling of being bathed for two heartbeats in warm golden light before the scenery resolved itself into the calm orderliness of Lilith's office. The Doctor let out a gleeful hoot of laughter as he looked around, letting go of Lilith's hands to pat himself down and make sure all parts were accounted for. "That was something else! What kind of teleport was it?"

Lilith turned pink and looked away for a moment, muttering, "That wasn't a teleport. That was me."

"Self-transporting, choosing your form, creative riot control – what a lovely race! What else can you do?" Lilith felt her blush deepening under the brilliant focus of her client's inquiries, a subtlety that did not go unnoticed. "Ah. Not only are you demi-godlike, but you're bashful too. I'll stop now." A curious finger-wipe into the goop that yet festooned the front of his leather jacket, the finger put into his mouth and the substance sampled carefully before a diagnosis was given. "Have you tried the Jello? It's very orange."

The absurdity of the situation took a moment to get to Lilith, but when it did it proved very hard to suppress her laughter. "Oh my god. You're a goof, you know that?"

"Guilty as charged." Again the finger-swipe, only this time the gelatin was transferred onto the tip of Lilith's nose. "Gotcha."

It was equally hard to maintain her indignant glare as Lilith reached up to clean her nose off. On a whim she sampled the goo as well, then shook her head with a barely-concealed grin. "You're right, it is very orange."

"You people have access to the culinary masterpieces of the cosmos, yet you still show a bizarre fascination with Jello," the Doctor mused, then held his hand out once more. "Truce?"

"Even after what I said about you and your people? That wasn't very nice of me, you know."

"I know, but it's not like I didn't earn it. After all, I did come swanning in right before your lunch break, making things all complicated…"

Lilith sighed, taking the offered hand and squeezing it in a firm grip. "Fine, truce – "

"C'mere, you." With a playful growl the Doctor yanked Lilith into a bear hug, her gasping when she realized that all of the myriad mystery messes suffered to his jacket in the cafeteria skirmish had transferred to the front of her own blazer. "Gotcha again!" Clasped in tightly as she was, Lilith could not miss the pulse of two hearts just scant inches away from her now flaming red face. She could not deny that she was embarrassed any more than she could deny that the dual heartbeats were comforting in some odd way, and then something in her brain convulsed, its shock radiating out through the rest of her body. "What's the matter? I don't smell funny, do I?"

"N-no, it's just that…" Images staggered through Lilith's mind like a broken film clip, and with effort she wrenched herself away from the soothing embrace she'd somehow found herself locked into. "Every once in a while, I get these visions of the future, and…" She made her way over to the blank wall behind her desk and leaned forward onto it, supporting herself with a hand. "…unlike the visions that my people usually see, these ones… They aren't a potentiality like with everyone else. They always come to pass."

"Neato. Let's see it, then?"

The expressionless tan of the wall Lilith leaned against began to change, rippling outwards from her hand into a coherent picture like a movie projected onto a screen. _Green grass, nice little valley, a picnic – looks like a mother and her child – _She frowned in puzzlement when she saw that the woman stretched out on the checkered blanket was none other than herself, the child a boy perhaps nine years old with blue eyes and an unruly thatch of dark-brown hair playing with a toy robot and making mock laser noises at a trail of ants that crossed the corner of the blanket. _Well, could be worse. I'll work with this._

"Hey Mum," the boy was saying, looking up at her expectantly, "when did you say that Dad would be back?"

"Any moment now," replied the vision-Lilith, glancing around the valley as a light breeze began to blow.

The real-world Lilith felt a chill creep through her body when she recognized the next sound in the vision, a strange whooshing scrape that she'd heard only once before. _I heard that through the ducting earlier on, and I thought it was just a coolant problem. Then _he _showed up – nooo!_

An immediately recognizable blue box faded into view, and the boy jumped up from the blanket with a happy crow of laughter. "It's him!"

The door to the ship creaked open, real-Lilith wishing this were only a dream as a figure stepped through the doorway and out onto the grass._Look at that hair. The kid's definitely his…_ "Told you I'd be here," the man announced, holding his arms out expectantly. "Just in time, as it were."

"Barely so," vision-Lilith grumbled as the boy rocketed into his father's embrace, laughing all the way as he was picked up and twirled around. "Always have the worst sense of timing, you do."

The boy was carefully set back to the ground and vision-Lilith took his place in the newcomer's arms, welcoming him with a deep kiss that was only interrupted by a chorus of juvenile disgust from within the ship. Two girls appeared in the doorway, making identical faces at the adults and complaining, "Ew, get a room!"

"Get a body," the boy retorted, having returned to the blanket and his toy robot.

The vision ended then, Lilith falling back against the desk with a reeling mind. "What in great – elder - was that?" she hissed, the vision playing in her mind even after it had faded from the wall.

"That was _us,_" the Doctor replied after some time in the clenched tones of barely-restrained nausea. "That means I'm going to die! And just as I was getting used to this body, too… I need a drink."

"Me too," echoed Lilith, fumbling for one of the desk drawers and pulling a flask out. Fingers trembling, she unscrewed the cap and took a deep swallow of the contents, gasping and hacking as the fiery liquid brought clarity to her brain once more. She then passed the flask to the Doctor and sank weakly into her chair, cradling her throbbing cranium in her hands. "It just has to happen to me…"

"Funny, I thought that was my line," her companion muttered, likewise taking a lengthy pull on the flask and sputtering when the strength of the drink hit him. "This isn't alcohol, is it?"

"Hardly," Lilith replied, relieved to be on a different subject after the shock of what she'd seen. "I've got a cousin who works in the private sector, runs a restaurant and bar. That's a little something he brews up in the back room for times like this, since he knew I wouldn't be able to imbibe at work even without the problems excessive alcohol causes for our race." She managed a wan smile as she lifted her face up to look at him, answering the unspoken question with "Don't ask. Why don't you get cleaned up a bit? There's a washroom tucked away by the coat closet – I keep it there for guests and emergencies."

"Doubly useful in this line of work, I take it."

Lilith was then left alone in the office for a moment, turning events over in her mind to examine every nook and cranny for possible meanings. "That chain of events means that things will turn out either very well or very poorly," she mused, gazing thoughtfully at the closed washroom door. "Either my father's going to come back or I'll lose my job because I've been disgraced so badly by that leather-jacketed lout that I'm barred for eternity. Let's just hope it's the former, shall we?"


	3. A Proposition Over Breakfast

**3 - A Proposition Over Breakfast**

The rest of that day was uneventful for Lilith, her guest departing soon after using the washroom with no indication of whether he'd return or not. In the ensuing silence, she was able to complete her final report as well as many other small tasks that had been put off, including the dusting off of the numerous bookcases that lined the walls of the office. "I've been in this office in some capacity almost all of my life, yet I've never bothered to really look at what's on these shelves. Been too busy chasing after _him…_" She looked up once more at the clock and sighed. "Four more hours left to go before I can check out for the day. No time like the present to catch up on my reading…" Running a finger along the recently cleaned book spines, Lilith noticed that at least nine hundred of them bore the title of _The Doctor_ as well as a set of two numbers. It took her a moment to figure out what the numbers referred to, and it took a stepstool to reach the first in the series. "All right then, let's see just where you've been, mystery man."

Removing two volumes from their high shelf, Lilith then returned to her desk and sat down in her chair. She once again faced the blank wall, clearing her mind of any extraneous details as she lay the first book open on her lap and held her hand palm-down over the exposed pages. The inscribed words glowed at first and then with a gesture from their mistress' hand transferred to the blank wall where they began forming into an image – murky at first as if seen through clouded water, but then after a moment's focus as clear as a window. Seconds passed, then minutes, and then hours in this fashion as the pages fluttered under Lilith's control, the letters returning to their paper prison after their contents had been played out on the wall and fresh words taking their place. _So much history, and I have all the time in the world to watch…_

* * *

"You again? What do you want?"

"Yes, it's me again." The Doctor put on his best winning grin, not knowing if the intelligence behind the lift system had the ability to see him but nonetheless trying to put on a good front. "I know we got off on the wrong foot, as it were, and I'd like to start over by saying that I'm sorry if I got a bit short with you."

The voice was silent for a moment, and when it spoke again it did so in an awed murmur. "No one's ever apologized to me, sir. Thank you… I may only be a machine, but I have feelings too. All I try to do is help and sometimes… sometimes you people – not you specifically, sir, please understand – give me conflicting instructions and it's all I can do to keep up. Then you get all cross and snippy and I have to put up with it because I'm _just a machine…_ A very complicated artificial intelligence system, thank you very much, but you flesh and blood types treat me like I'm a bloody telephone book or a Rolodex or something." The electronic equivalent of an aggrieved sniff, then, "So yes, thanks for apologizing. How may I be of assistance to you, sir?"

"I – er…" _Damn. Talking with the lift again, this time giving it therapy – have I completely lost it?_ "Since you're one of the few entities here that doesn't want me dead or dismembered, I figure you're safe to ask a few things. First off, who are these people?"

* * *

"Morning, beautiful!"

Startled, Lilith nearly jumped out of her skin when she heard the voice behind her and spun around to see who it was. The book fell out of her lap to the floor with a loud thump and caused her to flinch again, and it was when she straightened up after retrieving it that she saw the clock and how much time had passed. "God, I must have fallen asleep – it's morning already and I haven't even showered! I'm a wreck…" Lilith angled her blank computer screen to catch her reflection and grimaced at what she saw. "And you're seeing me like this!" She sniffled once, then dabbed at her eyes to clear away the debris of slumber before looking back down to the book to find out where she'd left off.

The ink had been blurred somewhat by irregular damp blotches, and as Lilith sniffled again she realized that her eyes now burned both from tears that had fallen and from those yet to be shed. "_And both races disappeared from existence…"_ she whispered, not daring to project the words upon the wall as she remembered the images that came with it. She then realized that she was being looked at curiously and Lilith snapped the book shut with a forced smile. "So sorry. Was there something you needed, Doctor?"

The curiosity now turned to concern as the Doctor seated himself across from Lilith, placing a brown paper sack and a metal canteen on the desk and then leaning forward to get a closer look at the Curator. "Something tells me that's no silly bit of girly fluff you were crying over," he grumbled, peering down at the cover of the book Lilith still clutched in her hands. "Is everything all right?"

"Yes, yes it is," stammered Lilith in a tone that convinced no one, hastily moving the hefty volume so that the Doctor could not see the subtitle – _The Conclusion of the Last Time War and its Aftereffects_. "I was just catching up on some reading – for work – and I got caught up in it. Lost track of the time and everything." She got up from her chair, stretching and smoothing the rumples from her clothing before going to replace the book on its shelf. "Now, if you'll excuse me, I need to go home for a moment to change clothes and get freshened up. Then I'll be ready to answer whatever questions you may have."

"You may want to read this first," the Doctor interjected, removing a wax-sealed envelope from within his jacket. "It looked rather important and the ladies down in Personnel insisted I deliver it _post-_haste."

Lilith made a face at him as she took the envelope and pried the seal open with a fingernail. "That was awful and you know it." All was quiet for the next few minutes as she perused the contents of the letter, save for the sounds of the canteen being opened and its contents poured into two paper cups that had been taken out of the bag. "This can't be real," Lilith murmured in disbelief. "And if it's a prank, it's a tasteless one." She then held up the paper to the overhead light and blinked when a watermark became clear to see, letting out a muted, out-of-character squeak of joy. "It _is_ real! What luck!"

"Why don't you have a seat and tell me about it," came a reasonable suggestion from by the desk, which Lilith followed without giving too much thought. When she did, she was surprised to see a sugary pastry and a cup of dark, fragrant, and invitingly steaming liquid laid out within reach, and she looked back up at the Doctor with a suspicious lowering of her brow. "It's amazing how helpful most people are around here. After our little scuffle yesterday I figured you needed some time alone, so I went and had a look-see for myself to find out a few things. The lift told me plenty, including where to go for the things it couldn't answer and that I didn't dare ask you."

The temptation was too great to resist, and with a contented noise akin to a purr Lilith set about demolishing the pastry. When it was gone she settled back in her chair with a sigh and a muffled burp, ignoring the amused expression sent her way from across the desk. "So what all did you find out that you were too embarrassed to ask me?"

Holding up a correcting finger, the Doctor replied, "Not so much embarrassed as _wary_, Miss Curator. There's a difference. I found out a little bit about this place – fascinating – and then a little bit about you. The Personnel office was quite nice to fill in the blanks in that… including that even though breakfast isn't as necessary for the Sidra as it is for other races, you still fancy a sweet roll and a hot cuppa to start you off right in the morning. You're banned from the cafeteria for a month after what happened yesterday – another tidbit from Personnel that you haven't found out about just yet – so I figured that I'd get you a little something to help smooth things over. What's the good news?"

Lilith nudged the letter over to the Doctor and picked up her beverage, savoring the aromatic vapors rising from it before taking a sip. "Mmm, real coffee! What kind of lies did you have to tell to get a hold of this?"

"My secret," said the Doctor, picking up the letter and scanning over it. "'To whom it may concern… This letter entitles the addressee, one Curator Lilith of the Time Lord Office, to one month's leave to a destination of her choice as a reward for her tireless efforts in service of the Interdimensional Oversight Commission, effective immediately. Her work, including a record-breaking twenty cycles of irrefutable recordkeeping, has been delivered in flawless fashion under circumstances that could not be called optimal and serves as a shining example to all. Regards, Exarch Sarien II.' He's the head mugwump around here, isn't he?"

"She," amended Lilith, taking the letter back. "And yes, she is. After all I've put up with, I'm finally getting noticed for it!" This said, Lilith sank back into the depths of her chair and drank again from her cup, gazing out at some unseen vista with mixed relief and happiness radiating out from her face like sunlight. "Now to choose where to spend this month of precious time…"

"You could spend it with me, you know." This offer was made in the same casual tone that had suggested earlier that Lilith take a seat but was not met with the same easy acquiescence. Lilith instead made a faint choking noise, spitting her mouthful of coffee back into the cup and fixing the Doctor with an incredulous stare. "I won't bite, Miss Curator… not unless you want me to."

"But – this is unheard of! Base fraternization – I'll never live it down if I do!"

"And therein lies the risk." A deviously quirked eyebrow lift along with this statement. "Who knows? We may, we may not, but you have to admit that somewhere deep inside you lies the desire to break away from your desk and your buttoned-down jacket and your annoying, petty coworkers in order to do something _scandalous._" When the stare refused to de-intensify, the Doctor shrugged and sat back as well, muttering, "Or you could go back to your flat and sit around for a month in your skivvies eating crisps and watching telly like the humans do in their off time. Your choice."

Lilith closed her eyes and pondered for a moment, unaware that her mind was still empathically connected to the wall and now projecting the images thereon until the Doctor gave a bark of hysterical laughter. "And yet another side to the mysterious Lilith that I had not counted on seeing! Nice unders, love, but if you bring them on board the TARDIS I'll be using them for a dust rag." Jerking her eyes open, Lilith whipped her head around to see herself depicted slouched on her sofa wearing a ratty blue tee shirt and tartan-print boxer shorts, shoveling potato chips out of a can with greasy fingers as she watched an overwrought romantic film on a wall screen. Gasping in horror, she tried to change the image but instead found her mind's eye closing in on the screen where the male and female leads were exchanging smoldering glances across a dimly lit nightclub. As she watched on, unable to pry her eyes from the spectacle, she realized that the two anonymous actors had changed forms into someone far too familiar. Sensuous chords of music began wafting out from the scene which had cut to a view of the duo sliding hip-to-hip through an intense dance number, culminating in the inevitable rush to a secluded place and passionate –

"Aaghh," Lilith choked, forcing the scene first back to her living room and then shutting down the link between her and the wall before ducking her face into her hands to try and hide the humiliation that shone forth like a crimson lantern. "You saw that…?"

"Every bit of it," murmured the Doctor meditatively. "You obviously don't get out much, do you." The tiniest of back-and-forth head shakes from the other side of the desk. "That solves it! You're coming with me. We'll stop by your place to pick up a few essentials and then be on our way immediately."

Lilith moved her fingers aside slightly to peer out at the Doctor, mumbling, "You still want me along even though you know part of me wants to jump you? That's going to make things awkward, you know."

"Who are you kidding? It'll be more fun that way." The Doctor drained his coffee and crumpled the cup, then pitched it into a wastebasket and returned his attention to the still-blushing Lilith. "You saw the vision, Miss Curator. It's not a matter of _if_ but a matter of _when._ Besides, you really do need to loosen up."

Lilith likewise finished her coffee and tossed the cup and pastry wrapper into the garbage. "I guess you're right. If we're all done here, I'll take us both back to my place for a moment so I can pack – I'll assume your ship is parked somewhere on the premises and it'll be a lot quicker my way than with you trying to pinpoint it. Deal?"

"Saves me some effort, too, so it's a deal." After disposing of the rest of the trash and fastening the canteen closed, the Doctor rose and held out his free hand. "I'm all yours."

Grabbing her still-soiled jacket up from the back of the chair where she'd draped it the night previously, Lilith then took the offered hand in hers and let their surroundings fade away into light.


	4. Like Meets Like

**4 - Like Meets Like**

"So this is the infamous TARDIS," murmured Lilith, pulling the door shut and looking around her. "Looks like she's been through a lot with you."

"Yep, this is my home sweet home – gets me into and out of trouble and lets me travel to the far corners of time and space from my living room, as it were. Welcome, feel free to wander around and all that. I'll be here keeping an eye on things if you have any questions." After this introductory speech, the Doctor turned his focus to the central control bank and began making adjustments; feeling a mite abandoned, Lilith did as she was told and wandered off to find a place to make her own.

She found what appeared to be a small cluster of bunkrooms, only two of which appeared to be habitable and one of this minority locked beyond access, chose the cleanest of the available rooms and set about making herself at home. This did not take long and, thanking the foresight that had told her to bring a blanket and one of her own pillows, Lilith curled up on the bunk with a book and allowed herself to relax, a process that was eased by some unknown quality of the environment which she struggled to identify even as her eyelids sagged shut and she was dragged downward into sleep. At the very edge of her consciousness she could barely hear a voice assuring her in calm tones: **Don't worry, Lilith dear. He's not always such a cold fish, it's just that he's still getting used to you. I'm afraid that he doesn't always think these things through…**

Fighting back into awareness, Lilith sat up and looked around and was puzzled to find that she was still quite alone in her cabin. "What's – who's there?"

**Oh, sorry if I've frightened you. I'm the ship, and I figured I'd say hello. Not every companion he's taken can hear me and just having him to talk to gets old after a while.**

Remembering the first rule she'd had grilled into her brain during Caseworker training – "Let nothing surprise you" – Lilith nodded in agreement and replied, "I'd imagine so. Thanks for the warm welcome."

**Not a problem. If you need anything and he's not being helpful, just ask me… now I'll quit being a bother and let you go.** The voice then faded away, leaving Lilith to fade into slumber. Even as sleep claimed her she became aware of a wordless, soothing song filling her mind and calling her to ease once more.

* * *

_Everywhere hatred, murder in the air, the killing machine – Purify by fire – "Worship him!" – They will be exterminated –_ Lilith opened her mouth to scream as the last word echoed through her skull, ringing between her ears in tinny loathing as the metal shapes moved to surround her –

"Lilith!" The grip on her shoulder became stronger, someone shaking her awake and pulling her from her nightmare. "Wake up already. You're making the ship uneasy, not to mention giving me a bear of a headache." Lilith opened her eyes slowly, unsure of what she would see and not quite sure that she wanted to find out. Instead of the menacing creatures of her dreams, though, she found the reassuring form of the Doctor once again giving her a worried look. Once assured that she was awake and lucid, he squeezed her shoulder comfortingly and let go, stepping back and looking her over. "It's not every day one of my guests goes delirious and starts howling like a scalded cat. You sure you're all right?" A further step back, then, "You're not contagious, I hope – for one time in my life I'm sure that I'm the one with the inferior immune system and I don't want to die from some mutated form of flu."

"No – no, I'm fine." Lilith slowly sat up, shaking her head to clear it of the venomous mechanical voice and its threats of death. "It was just a dream, I'm sure of it."

A disgusted sigh. "Great, she says it was just a dream… What was it about this time, bringing me home to meet the folks?"

Shooting him an ill-willed stare, Lilith mopped sweat from her forehead with the edge of her sleeve and muttered, "No, dingbat, it was worse than that. It was like the spice rack from Hell coming alive and wanting vengeance." She could not help a nervous giggle at the images this elicited, noting in the back of her mind that she still trembled with repressed terror. "I don't know if I was dreaming past or future this time, though."

"Past," said the Doctor in a strangely hollow voice. "The Daleks are all dead, we made sure of it."

_Both races disappeared from existence…_ Lilith's heart spasmed as her father's written words arose unbidden in her memories and her mind raced trying to find a new direction in which to take the conversation. "Right. Like you said, it's the past… So, where are we going?"

The Doctor's face lightened considerably, Lilith breathing a mental sigh of relief when she saw his smile return. "We're already there, my dear. In fact, while you were having your nice little screaming fit, I was getting us a room with a view as well as a table for two at one of the best resorts this side of the Horsehead Nebula." Savoring the disbelieving expression now being given him, the Doctor's grin widened and he continued his explanation. "They normally charge an arm, a leg, and your grandmother for one night's stay, but I convinced them I'm a reviewer for some important glossy mag and they're letting us stay free of charge… for as long as we like, in a top-dollar suite with all of the perks."

"Bravo, Doctor – you're not only a veteran time traveler, but you're also an expert freeloader."

"I don't see any complaints though, do I?" The Doctor waited for her reply, heard none, and grinned all the brighter. "Thought not. Get your stuff together, cocktails are in an hour and dinner's after that."

* * *

"The penthouse, even!" Lilith could not hide a delighted smile as she wandered from one room to the next, having kicked off her shoes at the door to better appreciate the lush carpeting and rugs that adorned the suite. "I've never stayed in a place like this!"

"Nor will you again after we leave," was the Doctor's faint reply from one of the bedrooms. "This world, Arafeen Six, will soon see a revolution of the likes compared to which anything on Earth would look like a Sunday school outing, and this particular establishment will be seen as a symbol of classist excesses and bombed to smithereens. A right shame, considering that the Three Suns Resort Hotel will only have been open a grand total of two weeks."

"And how long will we stay?" wondered Lilith, cracking open one final door and muffling an awed exclamation when she saw the space within.

"I figure one week will be enough before one of us starts going stir-crazy and wants to pull stakes. Besides, I don't want to generate more paperwork for you when you're supposed to be on vacation by lingering around to burn a few flags. I do try to be considerate from time to time, but apparently that's not one of the best features of this version of me…" His voice was clearer now, having leaned out into the hallway to see what had caused her latest expression of jubilation. "Oh, yes, that. That's the master bedroom, yours for the taking while we're here."

Lilith turned back in confusion and almost wished she hadn't; the half of the Doctor that she could see was notably missing its usual attire and she didn't dare to ask about the rest. "Are you sure about that?" she asked, thanking gods that the patterned wallpaper would prevent any inadvertent displays of her thoughts this time around. "I mean, you said yourself this place isn't going to be around much longer, and you may as well enjoy it while you can. I'll sleep on the sofa or something."

"Like hell you will. From what I hear about you people, you consider a place like this to be one foot in the devil's den, a magnet to draw you away from work. You'll sleep in there and I'll sleep in here… unless you want company."

"We'll see about that," grumbled Lilith, stalking into her bedroom and shutting the door without a backward glance. She felt an odd, momentary tingle pass over her as she did so and then heard a soft chime. "Wonder what that was…" Setting one bag down on the floor near what she presumed to be a closet, she laid her garment bag out on the bed and surveyed the contents with a feeling of dismay growing in her stomach as she did so. "Great. I don't have a single thing with me that's appropriate to wear to dinner and cocktails in a high-end place like this. What am I going to do?"

Her eyes then lit on a brass plaque affixed to the wall near the headboard of the bed, engraved with a message that Lilith had to read aloud to believe. "Guests are reminded that their stay at this establishment has been tailored to their needs and preferences, and all such services are complimentary. If any errors are found, please feel free to report them to a staff member and they shall be corrected in as timely of a manner as possible." On a hunch she wandered over to the closet and pulled open the door, stepping away in open amazement at what she saw…

"Come on, let's get going. Kickoff's in ten minutes, and we've got an appearance to keep up – don't tell me you've chickened out." When this elicited no reply, the Doctor considered augmenting this taunt with appropriate sound effects, but the first "_bawk"_ died on his lips when the door to the master bedroom swung open to reveal a curvaceous female in figure-hugging red. "All right, you, tell me what you've done with the timid little desk monkey. If you've fed her to the wardrobe, I'm going to be most upset."

"Speak for yourself, stranger," replied Lilith frostily, surveying the figure in front of her. The loose black slacks and boots hadn't changed, but something else had… "A dress shirt and jacket, Doctor? No tie?"

"Absolutely not. I refuse to wear an article of clothing that can kill me with a single tug." An appreciative sniff and smile. "And do I smell perfume?"

"If it's free, I may as well use it."

"Spoken like a true freeloader. You're learning." A wordless, disdainful raise of one immaculately-plucked brow was the only response Lilith gave, to which the Doctor sighed defeatedly. "You're getting harder and harder to crack, Miss Curator. If I may have your arm, we'll be going."

"Only if I get it back when you're done with it." Nonetheless, Lilith linked arms with her companion and allowed herself to be escorted from the suite.

* * *

"Did you sleep well?"

"Did I ever," Lilith muttered, taking a sip of her juice. "Especially after listening to… oh, what-was-her-name… talk about the delicate maneuverings it took her to get to her particular social status. Kitchen linoleum has got to be more interesting than some of those people. Pass the toast?"

"So that's why you asked to dine en-suite this morning instead of going back to the restaurant. Funny, I thought you were enjoying yourself. You seemed to be smiling a lot," said the Doctor, handing over the requested plate as well as the condiment tray. "The marmalade's nice if you're into that sort of thing."

"That wasn't a smile, that was rigor mortis." Pause, then, "You're right, the marmalade is tasty."

"All right then. Since living in the lap of luxury isn't good enough for you, we'll see what else this place has to offer. If I remember right, this planet is also home to the largest flea market in its galaxy – millions of life forms all trying to improve their lot through commerce. You'll find some of the craziest stuff at even crazier prices."

Ignoring a subtle alarm bell in the back of her mind, Lilith shrugged and said, "I don't see any harm in having a look. Maybe I can find something to keep those idiots away at the office."

* * *

"If the crowd we rubbed elbows with last night were the cream of society, this is the part that's been rotting in the back of the fridge in a cheap plastic tub for a few months." The Doctor waved a hand in front of his face to chase away a few errant flies, squinting through the surrounding gloom into the maze of tents and stalls that constituted the Arafeen Six Galactic Marketplace. "As confident as I am in your superiorly evolved digestive tract, I would suggest that you leave the food alone. Much of this is only fit for a scavenger."

"Don't worry, I'm not hungry," grumbled Lilith, looking askance at a meat stand offering the freshest in what appeared to be humanoid limbs. "God, what a mess."

"I would agree with you there, Miss Curator." The Doctor had since begun a leisurely stroll down the center aisle, beckoning Lilith along. "Come to think of it, isn't it your people's job to prevent this sort of thing from happening?"

"Our job is to only to suggest how things might be done." Lilith, unnerved by her surroundings, found herself following her companion as closely as a shadow, from time to time sneaking uneasy glances around her. "We respect free will and never go against a client race's choices. If they're like this, it's because they didn't listen to the guidance we provided… either that or they've slipped through the cracks and have no one to guide them." She shuddered as they passed a stall selling mercifully unidentifiable bones and bits of organic matter preserved in jars. "It happens more than you'd think, even in a system like ours. You see, we depend on a field agent to pass reports back to the main office, either one of us or a member of the client race, but those people don't always last. In the case of Earth, we had a pair of informants – I think their names were Julius and Ethel Rosenberg – but they were tried and executed for espionage and the main office only discovered that recently."

"Nice to see that even a near-godlike race like yours has its shortcomings," mused the Doctor, stopping at a booth that offered a dizzying array of mechanical devices in varying states of repair. He began to rummage through the piles of what appeared to Lilith to be junk, making disappointed noises at what he saw and waving off commentary from the merchant that hovered at his elbow. Lilith was about to suggest that they go elsewhere when an "_aha!"_ of discovery emerged from the rubble, followed by a brief period of intense discussion that was too low for her to hear. The Doctor reappeared moments later bearing a rusted metal cube bristling with multicolored wires that he held up for Lilith to see. "I managed to talk the guy down to half-price. It wasn't easy, but I think I got the better end of the deal."

Lilith raised a disbelieving eyebrow as she examined the cube. "What is it?"

"I don't know," the Doctor replied, tossing his find up in the air once, then catching and pocketing it. "And that's half the fun."

They continued their aimless meandering through the market, neither seeing anything to pique their interest until Lilith happened to spot a booth selling scarves and the occasional odd piece of jewelry. "I could wear it to work," she reasoned after selecting a length of shimmering silken bluish-gray material and a silver brooch set with matching stones – "which are probably fake," the Doctor whispered in her ear, adding, "use that to your advantage" when she began negotiating the price. When she reached a figure that both she and the merchant found agreeable, she handed the brooch to her companion for safekeeping and tied the scarf around her waist before considering her next action.

She was about to suggest to the Doctor that they make their way back to the hotel when a reedy voice cut through her words. "Excuse me, miss, may I have a moment of your time?" Both Lilith and the Doctor whirled to find the speaker and were startled to see a stooped old man leaning out of the entry of a garishly colored tent. A white bird sitting on the old man's shoulder let out a greeting squawk, and he reached up to soothe it into silence with a wrinkled hand. "I would have words with you and the gentleman. Please, do step inside…"

Something about the man gave Lilith pause, and she looked him over for any identifying marks. As he shifted to wave them into the tent, she caught a glimpse of a symbol woven into the front of his robe – the twisted loop of infinity surrounded by seven stars – and she gasped in surprise. "We have to talk to him, Doctor. This could be very important!" She then ducked into the billowing canvas of the tent, leaving the Doctor little choice other than to follow with an exasperated sigh.

Their host indicated that they should make themselves comfortable amongst a pile of cushions as multi-hued as the tent, which seemed larger now that all were inside. Lilith leaned back against a large overstuffed striped number, noticing that the Doctor still sat upright with hands on knees as if ready to run at any moment. The old man twitched the tent door shut, sealing the dwelling completely closed save for a small vent-hole at the top, then turned to a kettle that had just begun to whistle. "Tea?" he asked, reaching for a chest from which he withdrew a set of dented tin mugs. Lilith nodded assent, and a prod from her elbow ensured that the Doctor did the same. A pleasant aroma of cinnamon threaded through the air as the old man poured steaming amber liquid into the mugs, adding to the overlaying layer of incense that hued the air dimly with vaporous smoke. After giving the mugs to his guests, the old man sat back for a moment and considered them both, a smile playing at the corners of his mouth as he waited for them to speak first.

Lilith took the chance first, asking cautiously, "Forgive me if I seem impertinent, Elder, but why did you want to speak with us?"

"It is a matter both simple and complicated, miss," answered the old man, smile not wavering one inch as he delivered this cryptic message. He lifted one arm, reaching into the billowing sleeve and withdrawing a length of material identical to the one Lilith had purchased moments earlier. Lilith glanced down and noticed that the scarf around her waist was gone, most likely now being spread across the tent floor between herself and her host. "I would wish to read your fortunes for you, if I may."

The Doctor opened his mouth to protest, but was cut off by a sharp throat-clearing from Lilith. "Like I said, this may be important. I'll explain once we're done," she told him, giving the old man an apologetic smile. The Doctor mouthed _Yes, dear_ under his breath, reaching a hand up to rub his forehead. "I would appreciate any advice you give us, Elder. Please go on," Lilith told their host, rearranging the cushions so that she could watch the proceedings.

"Very well. Now, which of you shall go first?"

"Why not her?" suggested the Doctor, lowering his hand and feeling something solid fall out of his sleeve to the floor.

Still smiling, the old man shook his head. "I do not believe I gave you a choice in the matter, sir. You shall go first." He then leaned forward and picked up the object that had fallen out of the Doctor's sleeve, removing the cloth wrapping to reveal a deck of cards. "In the many years I have walked the land, I have seen many ways of reading the future, but none so effective as the imagery on these cards. Now pay heed…"


	5. Love and the Bomb

**5 - Love and the Bomb**

All was silent within the tent as the old man shuffled the cards, cutting and re-stacking the deck three times before taking a deep breath and removing the top card. "This first represents yourself, sir. Knight of Wands… impetuous, enthusiastic, starving for adventure." He laid the card face up on the scarf and sat back for a moment, perhaps awaiting comment from his guests. Lilith was the first to snicker, but the old man silenced her with a look and murmured, "Be not so quick to mirth, young lady. I have yet to look at you and yours."

"That doesn't look a thing like me!" the Doctor grumbled, nudging Lilith to be sure she saw the upturned card. "How could it possibly be me?"

"I refer to the soul within, not to the shell without." The old man's smile widened as he drew a second card and laid it crossing the first. "You of all people should know that appearances are transient, good Doctor. Three of Pentacles… You endure difficult or frustrating circumstances." A third card was set off to the left of the first pair, then a fourth above it. "…Five of Cups, reversed, shows recovery from a deep emotional wound. The King of Wands indicates an enthusiasm for life, an authoritative personality that is full of confidence. Sadly, that is in the past, perhaps tempered by recent events?" The fifth card was laid above the first pair, and a sixth to the right of that grouping. "Seven of Wands. You strive daily to defend what you believe in and what is dear to you, but in the future… Ten of Wands says that you will take the burdens of others upon your shoulders even at the risk of being overwhelmed completely."

A glance at her companion's face showed that earlier skepticism had vanished, and Lilith noted the furrowed brow of concentration or worry as the old man continued. Four more cards were displayed to the far right of all others, laid in ascending order and named as they touched the fabric. "The Tower says that you fear sudden change above all else. A reversed Six of Wands shows that others will only obstruct your path and frustrate you further." The third card – a hooded figure astride a pale horse and wielding a sharp sickle – elicited a sharp inhalation from both spectators and a chuckle from the old man. "You younger types take these things so literally," he said, turning his smile upon a thoroughly un-assured Doctor. "There is always a chance that Death means exactly that, but it more often points towards rebirth and regeneration. And lastly…" A pause for effect as the tenth and final card was revealed. "Lastly, the Queen of Swords. You may expect and indeed look for a woman of strong character who will be an advisor beyond value."

Silence fell once more as the old man waited for his guests to finish looking at the layout. Lilith and the Doctor traded looks but did not speak; sensing that it was time to move on, the old man gathered up the cards and once again shuffled the deck. "And now for you, my dear Lilith – she of a heart that does not match her name. I see for you… the Hermit, for sage advice and solitude. Take that wisdom and use it well, for the Seven of Swords shows that you are being deceived by someone close to you. Are you celebrating a special occasion?"

"Well, I guess so," Lilith mumbled, shrugging. "I was given some vacation from my office in reward for a job well done."

"Apparently so. Four of Wands – time for a party. The Eight of Wands shows that you have been moving in the right direction up until this point, and that may explain the celebration…" Lilith winced at the next image shown, a bound figure pierced with many sharp blades. "Ah, once again we are too literal in our perceptions," chided the old man. "It does look painful, but Ten of Swords shows that you are coming to an end of life as you know it to be. The Wheel of Fortune agrees, saying that you will be lucky for quite some time." The last four cards were revealed at this point, the old man _hmm_'ing thoughtfully as he examined the pictures. "You are afraid of a relationship becoming more than it already is – afraid of falling in love, as shown by the Knight of Cups. Don't be, dear; it happens scarcely enough for our people and should be celebrated when it arrives. Justice is fairly self-explanatory… you will be dealt with honorably by all that you come across." The old man held the last card close to his chest for a moment after looking at it, then laid it out for all to see. "I told you not to be afraid to open your heart, and here is why. The King of Cups signifies a kind, compassionate type that you would be a fool to pass up. Heh, I said 'fool'…"

Lilith took a sip of her tea to still her mind, eyes fixed on the last row of cards and not daring to move elsewhere. She drained the cup before she could speak again, lifting her gaze and smiling tremulously at the old man. "Thank you for your kind words, Elder. How may we repay you?"

The old man gathered his cards and re-wrapped them, sliding them into his sleeve for storage before picking up the scarf and presenting it to Lilith. "I ask for no payment, only that you listen to what I have told you and remember it." He unfastened the tent door and tied it open again, allowing the musky and dank air of the market to filter back into the tent in a stark reminder of what still remained outside. "I am quite beyond the need for money, but I would ask that you tell your father hello when you next see him. Keep in touch…"

The Doctor remained speechless until both were out in the marketplace, shaking his head with a trace of the worry that Lilith had seen earlier. "That was strange. Very strange. Who did you say he was again?"

Lilith looked back over her shoulder to the alleyway entrance occupied by the tent and somehow was not surprised to see that the tent had vanished completely. Taking the Doctor's hand, she muttered, "His name is not lightly spoken, especially not in a place like this." Then, without waiting for permission, she removed both herself and her companion to the relatively safe locale of the penthouse suite. Once they had safely arrived, she sank down into one of the sofas and found it scant comfort compared to the cushion she'd lounged against moments earlier. "You may or may not believe me when I say this, Doctor, but that old man was none other than Elder Vensha – the first of my race to achieve the form and abilities we now hold to be common. Legends say that he alone had the ability to foretell the certain future and possessed many other miraculous powers as well… the descendants of his line have inherited the foresight, but anything else is a mystery."

The Doctor likewise sat, choosing the armchair adjacent to the sofa and removing the cube from his pocket for a closer look. "And how do you know that was really him and not just some crazy old loon wanting to take us for a ride?"

Lilith made an affronted noise at this suggestion. "Common sense, Doctor. Only a handful outside of our own dimension know of the Sidra, only a fraction of those few know our history, and none would dare to mock it. Elder Vensha always appears as an old man in sage's robes along with a white bird, and to have him tell your future is an incomparable honor. He's older than this universe, so to be favored with his wisdom…"

"All right, I get the idea. He still weirded me out, though." In the quiet that followed, the rumble of an empty stomach was quite easy to hear. "Am I correct in guessing that we'll be eating in tonight?"

Dinner was a quiet affair, little uttered in the way of words other than common table courtesies. Afterwards the Doctor resumed his study of the mysterious cube, and Lilith retrieved a book from her luggage to catch up on some light reading. She thought all was well until the Doctor proved her wrong with an unexpected question: "You mentioned that your father's head exploded some time back and that he hasn't been seen since, am I right?" Lilith made an affirmative noise and snapped the next page open, praying that this line of inquiry would end before it fell into uncomfortable territory. "Vensha told you to say hello to your father for him, so I'd presume Dad is still alive… what happened to your mother? You've never mentioned her."

Lilith bit down sharply on her lip to stem the sting of tears in her eyes, lowering her face so that her expression could not be so easily read. "She… she's gone."

"But from everything I've heard, you don't die unless by accident or by choice. With a family like yours, she wouldn't go willingly – "

Slamming her book shut, Lilith threw it down on the coffee table and forced her voice to be stable. "She was the field agent for your race, Doctor, and she died with them. She carried out her duty until the end like the best of my people… and my father did nothing to prevent it from happening because it would _break the rules._ Observe," a ragged breath, "advise," a furtive hand swipe to dry her eyes, "but _never interfere._ Rules are a bitch, aren't they? But they're there for a reason." She then stood, bidding her body to move despite the desires of her heart, stumbling for the safety of her room with a muttered "Goodnight" barely making it out before the door was closed.

The Doctor sat in silence for a while longer before retiring to his own bed, still absorbed in the observation of his artifact even as he lay down and prepared for sleep. Slumber evaded him even after he extinguished the light, though, and as he rested his head on the pillow and composed his mind a new sound reached his ears. _She's crying, isn't she, and she doesn't want you to hear her. Up until this point you thought it was all about you, the center of your own sad little story, and you didn't realize that someone else was just as tangled up in it as you._ Rolling onto his side and covering his head with one of numerous pillows did little to banish the accusatory voice in the back of his mind, continuing on: _Her mother died reporting the end of your race, her father's disappeared under the weight of the whole thing, and yet she still puts up with you. How does she do it?_

"Okay, I get the picture! Just leave me alone already, will you?" Throwing the covers back, the Doctor got out of bed and stalked out of his room, crossing the narrow hall to the closed door from behind which the muted sorrow still emanated. The lock had not been turned and the door gave easily to his touch; he still hesitated before crossing the threshold, muttering, "But how am I supposed to apologize?"

* * *

Moonlight from the planet's two satellites suffused the master bedroom, falling through the skylight to cover the room in a serene wash that was totally wasted on the figure that sat curled up on the bed, forehead resting on knees which were in turn hugged to her chest to muffle the hiccupping sobs that shook her body. If one were to listen closely, one could hear the strangled words making their way past the tears. "…never should have agreed to this. What was I thinking, or was I? …got to go home… don't want to make an even bigger fool of myself…" Hearing a quiet knock at the door, Lilith lifted her head just long enough to mutter, "Come in, it's open."

Her visitor was silent as he crossed the floor, light tread muffled by the thick pile of the carpet and coming to a halt for a moment when he stopped to look up through the skylight. "Beautiful night, isn't it?" Without waiting for permission, the Doctor then plumped down on the bed next to Lilith who remained hunched in stubborn solitude. "It's amazing to think that your people have an eye on almost every single star up there, and even more amazing to think that with as long as they've been around, they still care enough to try and nudge others in the right direction. I don't think I could do that, but you – in the lifespan of the Sidra, barely even out of the cradle – you've been put in charge of watching over me, the time-hopping disaster area. That takes guts and a backbone and, with as much shit as I've put you through, I'm impressed and flattered that you still care."

A muted sniff, then, "What makes you think that I care, Doctor?"

"Well, you said so yourself – it's either me or Waste Disposal. Nice to know I rate above the trash." He paused, looking next to him at the young woman who seemed completely out of place in the opulent surroundings in her extremely casual and soft-worn nightwear. "What was your mother's name?"

"Her name was Lyla," answered Lilith, turning her head so that she could meet the Doctor's eyes. "I chose this form to look like her so that I'd never forget her."

"She must have been very pretty, if you don't mind me saying so. Pretty and brave, and I could see why losing her would drive your dad crazy. I also think she'd be proud of the way you're holding up."

Lilith laughed disbelievingly and muttered, "What, crying like a little girl each time someone brings up something I don't want to talk about? That's nothing to be proud of."

"Nonsense. Like I said, you're still young and with the way your lifespan goes it feels like all of this just happened last week. Cry all you want," concluded the Doctor, reaching a hand out to rub Lilith's tensed back, "because you're just doing your job and I'm not making it any easier. I've said my say; do you want me to leave now?" No answer. "Silence indicates assent, Miss Curator. I'll stay until you tell me not to."

* * *

"_Mmm_, now this is nice," mumbled a still-drowsing Lilith, snuggling in closer to the solid warmth next to her. "Best body pillow I've ever met. Smells good too."

"Why thank you, my dear," came the reply from somewhere above and to the right of her head. "Glad to be of service. Sleep well? I know I did."

It was at this time that Lilith opened her eyes and became aware of the awkwardness of her situation – face resting on a stranger's chest, arm thrown across his torso in a possessive grip and legs thoroughly tangled. For his part, the Doctor had circled one arm around her waist and covered her other hand with his own and even though Lilith could not twist her head to look she knew that he wore a Cheshire grin due to a situation that had turned out extremely well. Lilith wasted no time in unsnarling herself and scooting away, heart racing as she wondered what had transpired for things to end this way. "Yes, I slept well – er – oh, _no!_ Did anything – happen?"

Sitting up and regarding her panicked state with the same amused expression, the Doctor shrugged. "Not really. I talked, you cried, you talked a bit and then cried some more, and then you fell asleep. I think that about covers it, unless you want to talk about the wild, hot monkey sex – " Aghast at this suggestion, Lilith scrambled further away and promptly ran out of bed, gravity taking control and tugging her to the floor with a strangled yelp of shock and a grunt of forcibly expelled breath as she hit the ground. There was a muted shifting of bedsprings and then the subtle padding of footsteps across the carpet, and then a shadow crossed where she lay as the Doctor held out a hand to assist her arising. " – that we didn't have. I would think that I would have been more memorable than that if it actually had happened, don't you? Besides, I'd never take advantage of you without your permission. I do have my principles, you know. Now get up, princess, breakfast won't serve itself."

That day passed innocently enough, with Lilith deciding to pay a visit to the resort's beachfront property and spend some time unwinding under the sun. The Doctor's befuddlement with his purchase of the prior day now bordered on the obsessive to the point that he barely acknowledged her passing out of the suite in a swimming costume that would have raised alarmed eyebrows amongst her coworkers. Thus assured of a distraction-free afternoon, the Curator trotted happily across the smooth, polished sands and dove into the azure depths of the resort's private bay. It did not take much time for her to ease into a relaxed float, letting the timeless beat of surf and sunlight carry her mind to a place unharried by policies and paperwork and painful memories of the recent past. _I could stay like this forever…_

Hours went by unnoticed in this fashion and it was only the chill of approaching dusk that forced Lilith into a retreat from her aqueous repose to the beach where a familiar figure awaited, gazing out at the spectacle provided by the setting of Arafeen's triple suns. "You're pale enough almost to be radioactive, and yet not a hint of sunburn to be seen," remarked the Doctor by way of greeting, tossing a towel to Lilith and giving her a thorough look-over. "Are you sure there are no regulations against exposing that much midriff?"

"I don't see you complaining, Doctor," Lilith muttered as she dried herself off, then flicked him sharply with the damp towel in reproof for his lingering stare. He made a mock-hurt face at her but surrendered her sandals to her as well, being more discreet in his observations as she bent to fasten the straps of her shoes. "So, have you figured it out yet?" A puzzled _hm?_ in response to this, and Lilith straightened once more to face him with hands on barely-covered hips. "The bit of junk you bought yesterday. Have you figured out what it's for?"

"Oh, that… Nope, can't say I have. I figured I'd put it up for now and come out for a breath of fresh air, enjoy the scenery and things like that. Enjoy your little swim, did you?"

Lilith ran a hand through her hair to slick it back, thinking for a moment how she would reply. "Yes, I think I did. Very good for clearing the mind, a kind of mental reboot." She stood looking out at the neon-banded sky and its reflection in the crystalline waters of the bay, a pensive cast darkening her features even as they were illuminated by the scarlet glow of the sky. "You were right to call us desk monkeys, Doctor. We office folk think we have an eye on everything, but there's so much we miss because we're so wrapped up in the job. We get excited when they add something to the menu in the cafeteria, but a beautiful moment like this gets reduced to a footnote in our reports… In our rush to be perfect we've forgotten what it's really like to experience sun on your face, water in your hair – " Lilith's nose wrinkled as she noticed a new, aggravating sensation " – or sand in your swimsuit. One moment, please." Flushing in embarrassment, she shifted her suit bottom to remove the offending particles, then snapped the fabric back and tried to resume her train of thought. "It's sad, isn't it? I might like this kind of life, but…"

Silence, then, "But what?"

Lilith shook her head, unwilling to voice the completion of her thought. "Nothing, Doctor, nothing at all."

"It always worries me when someone says that," the Doctor mused, glancing down at the tense mask Lilith's face had become, "because 'nothing' never is. I suppose I'll have to take your word for it, though. Do me a favor, though?"

Startled, Lilith turned from her consideration of the horizon to give him a puzzled look. "So long as it isn't something nasty."

"Nah, that's later on," the Doctor replied, deadpan to Lilith's sudden expression of shock and disgust. "Just don't act like it's always the end of the world, will you? I've seen quite a few of those and we aren't there yet. You're still on vacation, in case you've forgotten – and if anything happens, you've got me."

"Scant comfort that is," Lilith grumbled, rolling her eyes. "Aren't I supposed to be the one protecting you?"

The Doctor snared one arm around Lilith's waist, pulling her in closer to him and blinking in surprise when she didn't try to swat him away. "Sometimes it's the guardian that needs to be guarded. Is taking some time off really that big of a deal to you, Miss Curator?"

"I guess you're right… but only this once." Both were silent after that, gazing up at the sky and feeling no need to mar the moment with unnecessary words. Then the breeze began to kick up in earnest, and Lilith shivered at its touch against her exposed skin. Reluctantly extracting herself from her comfortable situation, she looked once more back over the water before turning her back on it and threading her way back up the beach. "So what's on the schedule for tonight?" she called over her shoulder to the Doctor, who was following a few steps behind.

"I was thinking we could try the restaurant again tonight. The desk clerk mentioned that they have a great band playing and, if you're feeling daring, we could try a bit of dancing…"

Lilith let out an incredulous laugh at this suggestion. "What makes you think I can dance? I spend my time sitting at a desk, not tripping the light fantastic at some local club." She frowned, adding, "Come to think of it, I don't even think we have clubs of that kind." Then she shivered again, a chill completely unrelated to the nighttime temperature drop. "Something's not right."

"I'll show you a few moves before we head out. You'll be surprised at how easy it is - " The scenery faded away before he could finish his sentence, flicking from the beach to the entry of the suite, and the Doctor shook his head in momentary disorientation. "That is a handy skill, but I wish you'd let me know before you yank me away like that."

"Sorry," Lilith replied from inside the master bedroom, "but I got a really bad feeling while we were out there that something's going to happen. I don't know about you, but I don't feel like trying to save the world in a swimsuit… When did you say they were going to blow this place up?"

"We've still got a week and change, don't worry." A pause, then, "You don't think I overshot it, do you?"

"You forget I've been in charge of your case for quite some time." Lilith re-appeared in the hall, tying her hair back with an elastic. "One cannot help but notice recurring patterns. Now if I were a bomb, or a series of bombs, where would I be?"

"Depends on if we're going for complete and utter devastation or trying to be artistic about it and make a statement." The Doctor once again sat in deep concentration, attention focused on the rusty block of metal he'd purchased at the flea market as he fiddled with the wires festooning the outside. "It would also depend on my knowledge of the target, the degree of expertise available, the type of explosives to be used…"

Lilith, who had begun to pace as she pondered this dilemma, now stopped and stared at the oblivious Doctor. "And you would know all of this how?"

"I've met a few revolutionary types here and there." A heretofore inactive light had begun to blink on the cube, the Doctor squinting at it and trying to figure out what he'd just done. "They say it's all about making a stand against the establishment – whatever it may be – but I think it's just a cover to satisfy their primal urge to get out and smash something."

Lilith had also just noticed the blinking light, which over the course of the conversation had begun to pulse faster and faster. A faint hum rasped at the edge of her hearing and something fell into place with an audible click. "You have got to be _kidding,_" she hissed, feeling time ooze to a trickle as she lunged forward, using what reserves of strength she had to tackle the Doctor to the floor. "And on my vacation, too! This is not fair!"

The space surrounding them flashed blistering white as the humming turned into a fever shriek. Lilith then became aware of a blistering heat on her back, pain lancing through her body in liquid agony as if she were being torn apart atom by atom. _I'm not going to die like this… am I?_


	6. From the Ashes

**6 - From the Ashes**

_If this is the afterlife, then the gods are perverse,_ grumbled Lilith inwardly as she came to awareness once more, feeling the gritty roughness of deck grating pressing into the side of her face and opening her eyes to stare blearily around her. _This looks just like the TARDIS. What am I doing here?_

"Good, you're awake. Had me worried there for a second," said an all-too-real voice, a blurred shape above her resolving itself into that of the Doctor as Lilith blinked and tried to focus her eyes. "Beautiful rugby tackle, by the way. Your timing was better than I'd like to admit."

The effort of lucidity now became too much for Lilith to maintain and her mind once more lapsed into senseless dark, leaving the Doctor alone to deal with the body at his feet. Sighing, he gathered up what he could in his arms and moved off towards the berthing area. "Right, then. Let's get you off to bed…"

* * *

Even though her brain was incapable of coherent thought, it was still capable of registering that something was vastly wrong with her body. Memories of the explosion trickled back in fits and starts, bringing with it mixed disbelief and raw anger at what had happened. Heaving a silent sigh, Lilith detached herself from the singed carcass she'd called her own and sat back to assess the damage incurred in this latest incident. The removal of fleshly bonds also liberated her mind to make a more qualified judgment, and with fresh chagrin Lilith realized the consequences of her actions.

"Most of it's gone," she grumbled, casting a critical eye over the charred ruin lying in the bunk beneath her, "including that backside that took me a whole week to perfect. That man is going to get a smack in the face once I get back on my feet…"

Unaware of the impending doom that awaited him within the heretofore secure confines of his ship, the Doctor had given up on waiting for Lilith to improve after a week of inaction and had instead elected to make another stopover to restock on certain depleted supplies. "No sense in waiting for a miracle," he'd muttered as he'd locked the door behind him and set out for the nearest market, moving his mind to the next task in spite of its desire to linger on current puzzlements.

It was when he set about buying groceries that the issue he'd been skirting came up to the forefront, stopping him dead in the market's produce section with a frustrated noise. "What the hell am I supposed to get a half-disintegrated girl anyway? It's not like she's got the means to process any of this, so why do I even bother?"

"That is the question, now isn't it?" a strangely familiar voice at his elbow interposed thoughtfully, causing the Doctor to blanch when he recognized the old man from the Arafeen flea market. "Half-disintegrated, you say? What happened?"

"I'm still figuring that out," the Doctor muttered after a moment's thought, feigning interest in the sale display of apple-like fruit in front of him as he considered just what he wanted to tell the old man.

"Which translates to 'I did something stupid and she paid for it,' I would guess." Vensha chuckled. "No need to cover the truth, Doctor. She did her job a little too well and I imagine she'll have plenty to say to you once she comes around again."

"Any ideas when that'll be?"

"If she rushes things – generally inadvisable, but in cases like yours an unfortunate necessity – about one of the Earth months you seem to be accustomed to. Don't worry, she'll still have plenty of vacation time afterwards to lecture you over the error of your ways, seeing as her time is a bit more stretched than yours."

The Doctor bit back a tart comment and settled on a diluted alternative. "Thank you, Elder. Any further advice?"

Vensha peered down into the Doctor's grocery cart and surveyed the selection, shaking his head after he completed his calculations. "You'll need a lot more than that, Doctor – " The old man caught the sour expression creeping across the Doctor's face and his cheerful demeanor dropped to reveal a sternness colder than interstellar vacuum. "Don't roll your eyes at me, young man. She saved your sorry ass and a little bit of breakfast is the least you can do for her."

_Great – now I've been told off by a patriarch of an elder race. There's a new one for the list._ "Noted. Apologies for the rudeness, sir."

"None needed, although the effort is appreciated. It just shows that you're growing up." Vensha was all smiles again, reaching with a wizened hand to pat the Doctor on the arm. "Flowers go a long way, too. She likes nimbus lilies."

"Nimbus lilies -? They're extinct, aren't they?" The Doctor closed his eyes briefly in exasperation, thinking, _Just my luck. She likes flowers that don't exist anymore._

"I'm sure you'll figure something out. Take care."

When the Doctor opened his eyes again, he was alone in the produce section with no clue as to where the old man had vanished to. A flash of alien color from the grocery basket caught his eye, and with a confused frown he fished the lone citrus out and examined it for a moment. "Always one satsuma…"

* * *

_And… there we go. I'd been looking for an excuse to fix that._ From her invisible perch just above the bunk, Lilith gave the crude figure lying below one last look-over to find any flaws that she may have missed. _Looks good. Better than before, that's for sure. Now for the final stage…_

Prying the figure's mouth open with spectral fingers, she pushed her way into the inanimate form and began to bring it to life. Its hearts fluttered, uncertain at first, then stronger as they ushered blood through the intricate lacework of vessels and brought warmth to the body. Next came the brain, stuttering into awareness at the gentle prodding of the spirit behind it and awakening the rest of the system. Air flooded into newborn lungs with a fiery burn, nerves registering the sensation and forcing a scream out through untested vocal cords. Lilith then sat up with a start, feeling the tug of strange tissues and the cool brush of air against uncovered skin as she opened her eyes to look around. "Good, I didn't forget anything. Next up, clothes – " Memories from her past body flickered through crisp, unworn synapses, and the familiar flare of anger thrummed in her mind when she remembered everything that had led her to this point. "All gone… That little shit! I'm going to have a word with him – after I get decent."

Her roving eyes caught a white and blue striped bathrobe hanging from a hook near the door, a pair of slippers set out beneath it for her use as well. The robe was warm and comforting against her still-sensitive skin and provided plenty of cover against prying eyes; feeling a weight in one of the pockets, she reached in to see what it was and was puzzled to behold one small orange-colored citrus fruit. "What the…"

**It's a satsuma, **the ship quietly interjected, not wanting to startle Lilith's still-unaccustomed physical form. **A gift from the Elder that the Doctor thought you might want. By the way, breakfast is almost ready if you want it.**

"Do I ever," Lilith muttered, her stomach echoing this with an empty rumble. "Food has never sounded so good…" Cinching her robe tightly closed, she stepped into the slippers – upon closer examination, Lilith tentatively identified them as being formed in the shape of an Earth creature called a rabbit and she chose not to inquire too deeply as to the sartorial mind behind this selection – and opened the door.

Her newly-shaped senses were almost immediately greeted by the overpowering scent of freshly charred organic matter and, although this unnerved Lilith, she noted that the consciousness of the ship seemed more resigned than alarmed and she decided to follow her nose to the origin of the recent conflagration. It didn't take long for her to find it and it took significantly more effort to stifle a fit of giggles when she saw the source. A small cooking space, dusty in places from lack of use, had been recently cleaned and piled with a selection of ingredients of which Lilith could identify only a fraction. Another portion of the space had been cleared out and set up with a range of equipment that put her more in mind of a mad scientist's laboratory than anything used to produce edible food. A third part of the compartment – two benches and a table forming a rudimentary seating area – bore the fruits of the occupant's labors. The whole area was thinly veiled with the carboniferous smoke Lilith had smelled earlier and in the middle of it, sweating profusely and glaring at one of the appliances, stood the Doctor.

"…Is everything all right?" Lilith found herself asking, covering her mouth with a hand to hide the smile lurking there at the comical absurdity of what she beheld. "You look like you could use another hand or three."

The Doctor, concentration broken, glanced up at the intruder and blinked when he saw who it was. "Is that you, Miss Curator?"

"None other," she answered, looking from ingredients to finished products to the mechanisms involved with the creation process. "All right, I'll make myself clear. Do you need help here?"

"Oh." Another blink, then a hasty smile and "No, that's all right. Everything's under control - " One of the appliances growled menacingly at its operator, who growled back at it and smacked its top with a wooden spoon before returning his attentions to his guest. "Just sit back, have a seat and let me work here. You've done enough."

"No joke," Lilith muttered, stepping aside as the Doctor cleared off a spot on the bench and indicated that she should sit. She did so carefully, accepting a cup of what she mercifully recognized as coffee while forming her thoughts. Before she could say what was on her mind, though, the troublesome device of earlier had begun to make disturbingly sentient noises of wrath, and with a nervous glance at it she asked, "Um, Doctor, might I trouble you to tell me what that thing is?"

"Waffle iron," the Doctor answered distractedly as it lurched up and snapped at one of his hands. "At least it was a minute ago. What it is now – all right, that's _it!_" Reaching into a pants pocket, he retrieved a metal instrument about the size of a large, thick pencil and aimed one end at the retaliatory kitchen appliance, pressing a button on it that caused the instrument to hum and glow. Lilith could only stare in befuddlement at his actions as he frantically adjusted the settings, each with as little effect as the first, the exasperation growing on the Doctor's face as he realized the futility of his actions against this new enemy. An idea blossomed in her brain and, pausing only to consider the basic mechanics of what she was doing, she stood up and stretched a hand out toward the rogue waffle iron. Focusing her own mind, she reached into the primitive mechanism to determine its inner workings and smiled when her hunch was confirmed. It took only a few seconds' further focus to alter the creature's yet-rudimentary biology to her desired end, a brief moment of diversion to create a barrier between it and its immediate surroundings before it exploded with a satisfying _pop_ –

"All right, mind telling me what you just did?" muttered the Doctor after a puzzled pause, looking first at the deceased device and then at Lilith who once more sat calmly sipping her coffee.

"A mechanical life form that insists on incorporating organic components into its operating system must safeguard against the eventual fallibility of said components," Lilith answered, then took another drink while waiting for this to process. When even this relatively simple explanation did not compute, she sighed and clarified. "I merely caused it to die of old age, figuring that if even you are incapable of subduing it, Doctor, there is no race alive prepared to handle a psychopathic semi-sentient waffle iron."

"Caused it to die of old age?" The Doctor shook his head as he tried to grasp this and failed. "Haven't heard that one before."

"Neither have I." Lilith shrugged. "Never tried it before, for that matter. I think it might be my brain making connections it wasn't capable of in the last body. In fact, if it weren't for all of the inconveniences attached, I might almost thank you for the opportunity." A brief flash of worry crossed the Doctor's face, once again camouflaged by the bright smile. "No, you aren't out of the doghouse yet. I still haven't figured out this one's quirks and, until I do, I'm inclined to blame everything that goes wrong on you."

"Fair enough." Giving up on his culinary explorations, the Doctor cleared off another spot on the bench and plopped down defeatedly. "I do like the eyes, though. Nice shade of blue, a lot easier to look at than that strange gray-green business you had going on earlier."

This comment, backhanded as it was, was delivered pleasantly enough to make Lilith choke on a mouthful of coffee and it took several rigorous chest thumps before she could compose herself enough to breathe normally. She almost dropped her cup when she discovered something else different, absently moving her hand from one spot to another on her chest before she realized how untoward this looked and the amused expression she was receiving from her companion. "Deviated genetics," she mumbled, thinking over the new information. "Something caused the base code to change beyond what I told it to do."

"Mutants popping up all over the place today," the Doctor muttered, giving the dead waffle iron one last dark look while earning one of his own from Lilith. "You aren't going to fall apart all of a sudden, are you?"

"No, but it would be unwise to let me near any medical personnel outside of my own race until we figure out what's going on. This has never happened before!" Lilith emptied her coffee as much from sudden thirst as to calm her jangling nerves. "I'm still me, but… different. Too hungry to explain."

"Right. That means we're going out, after I find you some decent clothes in this place. I've got to have something in your size somewhere…"


	7. One for the Road

**7 - One for the Road**

"And I thought you were joking when you said the whole menu looked good!" The Doctor dodged a retaliatory swat from Lilith, readjusting the load of bags and boxes he carried so that none would spill. "Then there's the new wardrobe. If I didn't know you better, I'd say you're taking advantage of my generosity."

"You got me disintegrated, Doctor," Lilith replied around the toothpick she ground between her teeth, trying to dislodge any remnants of her last meal from between her teeth. "And lest you forget, all of my luggage was destroyed as well due to your stupidity. It's called a guilt trip the last time I checked."

"Oi! That's my inquisitive nature you're insulting, Miss Curator, and it's the reason you have a job." In an awe-inspiring balancing act, the Doctor got one hand free and fished the key out of his jacket with which to unlock the entrance to his ship, opening the door and pushing it open with his foot before he could drop any of his burdens.

"And what a job it is," griped Lilith, following him in and shutting the door behind her. "Promise me you'll try to stay out of trouble for at least a month until I can get back into the swing of things, okay? I imagine there'll be loads of stuff for me to take care of even without you creating your usual caseload."

"Don't know if I can stay put for that long, but I can try." He disappeared for a moment to make sure that the day's purchases were correctly stowed, then returned to the control room where his guest perched waiting in the space's only chair. "You have to go back soon, don't you?" A silent nod of affirmation. "Guess we should be going, then. Don't want you to be late…"

Lilith was wrapped up in her own thoughts enough that she didn't think of a clever response to this and instead merely shrugged, gazing down at the floor between her feet. Machinery came to life around her with its usual lurch and roar, but this did little to divert her. It was when it came to a stop that she looked up at the Doctor, eyes narrowed. "Where are we now?"

"I figured we had time for one last stop. There was one thing I wanted you to see before you returned to your boring little desk-monkey existence…" The Doctor crossed to the door, opened it a crack and peered out to check before nodding happily. "Come on now. Don't look so worried, nothing's going to bite you - at least, I don't think there's anything like that here."

Rolling her eyes, Lilith got up and followed him through the door. Her irritation deepened when she realized that they'd appeared at the edge of what looked to be a wasteland full of dead and dying shrubs, their leaves faded and hanging limply from the twigs of desiccated branches. "All right, you've got me here. What's so special about all of this?"

"Wait and see." The Doctor had walked on ahead and now stood at the top of a small hill which gave a view of similar terrain, but his expression was one of pleased anticipation as he looked up to the sky. "The sunset here isn't as spectacular as ones we've seen before, but there's something else just as nice." Lilith likewise went to the top of the hill and waited, continuing to wonder what had necessitated a stop here. _Quit prolonging the inevitable, you frustrating creature,_ she complained silently, not daring to voice the words aloud for fear of the consequences.

Sunset was quick in coming and nothing impressive; Lilith was about ready to give up and call the Doctor's bluff when the dead land around them began to change. Under the light of a fickle moon, leaves that had appeared lifeless before now turned lushly green. Withered seed pods burst open, fanning radiant petals open to the gentle rays offered by the night sky. The blossoms shimmered through a spectrum of colors, at times yellow and fuchsia or pale violet and blue-green, wafting a delicate scent through the air as they changed hue. The Curator could not suppress a cry of delight when she realized what she was seeing. "Nimbus lilies! I thought they'd died out centuries ago."

"You're right, they did. A certain nosy old man told me that you might like to see some of them, though."

Lilith laughed at this. "You met up with the Elder again? When did this happen, and what else did he say?"

"He showed up while you were otherwise occupied…" a pause as the Doctor considered his next phrase "…and gave me a few choice bits of advice. So far he hasn't been wrong."

"Then I bet you're glad you listened." Silence followed afterwards for a long moment, Lilith breathing in deeply of the flowers' scent and savoring the beauty surrounding her. "You're making it really hard to even think about going back."

"That's kind of the idea. Even though you're bossy and annoying, you aren't half bad to have around."

"Speak for yourself, jerk," Lilith muttered before realizing what she'd said. "But – but I can't stay! Not now, not with things the way they are!"

The raw panic in the Curator's voice was hard to miss, and the Doctor glanced down curiously at her. "What do you mean, the way things are? You're enjoying yourself far more than you were at that desk – well, with the exception of being blown up and having to rebuild your body, but that's not the point."

"I can't leave my job, Doctor, no matter how much you might like me to." An aura of icy calm had descended over Lilith, a lack of emotion far more unsettling than the fright witnessed earlier. "Curators and Caretakers don't leave their office except in the gravest of circumstances, and that is only when their field agent has failed in their task."

"Caretaker, Curator, field agent, what's the difference? You're a capable woman, you can handle it - "

"You don't understand." These three words laced with cold venom effectively halted any protest, leaving space for Lilith to explain. "Our jobs are inherited, in case you haven't figured it out, with each office growing or dying as its client race does. As aggravating as you are, the powers that be are simply waiting for you to do something supremely stupid and die for good; in fact, they've even gone so far as to change our status to save themselves the paperwork when you finally do bite it. They see adding new staff as a waste of effort and time, and considering that time is all we have and we have it in spades, that's saying a lot." Lilith waited a second for this to sink in, then continued. "Curators don't oversee the living, my dear Doctor – they remember the dead. I can't remember you if I die protecting you." Then, without waiting for him to reply, Lilith turned away sharply to allow for one last view of the breathtaking terrain before willing herself back to familiar, safe territory.

When she could see again, she was once more within the comforting confines of her office, with its ordered bookshelves and tidily arranged furniture. It was as clean as the day she'd left, only a fine coat of dust betraying her absence, but something was subtly different. She glanced around, trying to figure out what had changed, when the same clear refreshing scent of before washed over her senses and brought tears unbidden to her eyes. A light had been left on, but the room's illumination did not come from an artificial source; the soft radiance came instead from the contents of a small flowerpot that had been left on an end table between a chair and one of the bookshelves. Lilith crossed to it and stood still for a moment as she looked down at the glowing blossoms, blinking when she saw a note sticking out from under the edge of the pot. She carefully pulled it out and read over it, a standard message form headed with the phrase _While You Were Out_ blaring at the top in a bold typeface. One word had been written on the paper – _Remember_ – and beneath it appeared the loop of infinity, surrounded by seven stars as she had seen what seemed like an eternity ago on the robe of a wizened old man.

Anger flared through her for a moment and Lilith resisted the urge to crumple the paper in her hand. "Remember, huh? Like I could stop, and believe me, I want to! It would make this place more tolerable if I didn't know just how _small_ it is." _And just how lonely,_ she mentally added, giving the pot of lilies one last look before leaving the office once more.

* * *

Sleep was difficult in coming to her that night, and it was with a disgruntled noise that Lilith heaved herself out of bed the next morning with exhaustion weighing her down. Her decimated wardrobe only fired her irritation by reminding her of what she'd left behind – "If I'd really been thinking, I'd have taken those clothes with me. He's probably chucked them all away by now," she reasoned as she picked a pantsuit and blouse from the closet and put them on – and it was in a decidedly foul mood that she adjourned to the corporate cafeteria to grab a bite to eat before returning to the office.

Her usual seat by the window was vacant and, ignoring the varied looks ranging from disgust to startled recognition, she reclaimed it and went about the consumption of her breakfast in deep, silent thought. When she was finished, Lilith sat back and looked out the window to the cloudscape that hid her world from unwelcome view. _Would it harm us so much to be able to look outside every once in a while, or to let people know we exist? And now that I think of it, are those clouds really to prevent others from seeing us, or to prevent us from seeing what's really out there? If we saw the cosmos for what it is, I don't think we'd want to stay here for very long._ The foreignness of these thoughts startled her and she wrenched her eyes away from the window. In doing so, she caught a fleeting glimpse of her reflection and what she saw unnerved her even more than her changed mind. "God, I've got to see a doctor," she muttered, clearing the table of her used dishes and rising to leave.

"But I thought that's what you spent the last month doing," an annoyingly familiar voice interjected from behind her chair. Lilith, gritting her teeth, did not deign to turn around. "I can see you've changed. Maybe it's for the better…"

Normally a comment such as this wouldn't have fazed her, but the sheer oiliness of her coworker's tone made her realize its true intent. "Go away, Sidney," she growled, and would have left it at that had her new irritant not opened his mouth to speak once more:

"Why must you be so testy, Miss Lilith? Did your vacation not go well? If you need someone to talk to…"

Lilith felt a knot growing between tensed shoulders and stopped, clenching her fists once, twice as she tried to come up with a suitably diplomatic way of ending the situation. "Are you thick or something? I'd never be with you and you know it!"

She was cut off by a whispered reply, repulsive in its insinuation: "Why don't you just give up and face facts? As long as you're stuck with that laughingstock of a man, no one else will touch you. I'm the best you'll get around here - "

Any further words along this vein were forestalled by a meaty thump as Lilith spun on one heel and swung her fist, knuckles forcibly connecting with her antagonist's mouth and sending him stumbling back into a crowd of stunned onlookers. "Better him than you. I inherited this job in my father's absence and I'll do my best to fill it until he decides to come back! Now take a hint and _fuck off_, Sidney – or do I need to spell it for you?"

As surprised as everyone else, Sidney could only dab at a split and bleeding lip as Lilith shook her tensed and throbbing hand loose to relax it. She then turned and walked away once more, not wanting to look back as she heard the murmuring of the crowd behind her. _Now I've done it. They'll send some uncaring dimwit to fill my place and I'll be sent to Waste Management for sure. If that happens, hell with it, I won't stay. Don't know where I'll go, but I definitely won't stay._ Then she heard the first outburst – not a grumble of derision as she'd feared, but a single set of hands brought together in applause. It was soon joined by another, and then more as the story quickly spread. Whistles and cheers soon followed, and Lilith could not help an exultant grin. Turning around once more, she bent at the waist in a bow worthy of a veteran stage actor and blew a kiss to the throng of onlookers. "Thank you very much. I'll be here all week…"

_I think I like this body after all,_ she mused as she faded back into her office. In spite of her victory, though, a strange sense of foreboding gnawed at the edge of her mind, and her grin faded into a preoccupied frown as she tossed her jacket over an empty chair and settled back behind her desk to resume where she'd left off one month ago. She was secretly astonished to see that no one had left paperwork for her to sign off on, no damage reports to process, no complaints to log, and Lilith realized that for the first time in a long while she had nothing to do. "It won't last, though," Lilith muttered, waking her computer from its hibernation. "Sooner or later he's going to get tired of sitting around and then it's off to the races. Guess I should make the best of it while it lasts…"

* * *

"Well, missy, I could tell just by looking that you certainly aren't yourself anymore. Breathe out for me?"

Lilith did as she was told, exhaling heavily and scowling at the woman behind the clear partition. Short in stature with severely-cut short platinum hair and piercing green eyes barely hidden behind her signature precariously-perched spectacles, the Curator's aunt had chosen a different career path that had led her into a laboratory instead of behind a desk and did not hold any regrets for the choice. Professor Avery had risen to the post of Deputy Chief of Staff in the Xenobiology Department during her thousand years of tenure and was renowned for her knowledge of the field, and it was because of this knowledge that Lilith felt a stone of worry sink in her gut when a frown appeared on the professor's face. "What is it? Is something wrong?"

A faint hum sounded as diagnostic machinery processed the genetic material Lilith had let out on her breath, Avery drumming her fingers on the counter as she waited for it to tell her what she already suspected. "Mind telling me again what made you rebuild? And while you're at it, how long did it take you?"

"I already told you, I was out on vacation with this guy I met in the office and he somehow set off some kind of bomb in our hotel suite. Being the nice person I am I took the full force of the blast and then got us out of there before the whole place came down around us. It's all kind of fuzzy beyond that, but I'd guess it took me about two weeks to put myself back together. I know I didn't miss anything… did I?"

"That's what I'm trying to figure out. Lie back on the table and hold still for a minute, I'm gonna take a few pictures." Lilith once again did as directed, closing her eyes and willing herself not to move as the professor tapped a few more buttons. "I won't make you sit for a full scan unless I find something really strange - "

Unsolicited images and sounds flickered through Lilith's brain – clipped conversation with a panicky blonde female, a chillingly familiar sensation that the Curator recognized as a large explosion – and she sat up again with a startled gasp. "No, he _isn't!_ I told him to stay put for a month while I got things in order…"

"What's wrong? You look like someone just goosed you." Avery's tone was that of dry amusement as she watched her niece's actions and waited for the machinery to give her results.

Lilith now ran an agitated hand through her hair while she tried to piece together the fragmented information that bounced from corner to corner of her mind. "Relay devices, living plastic! What's he going on about now?"

"Sounds like the Nestene Consciousness," the professor mused, posting her findings on a larger screen for easier study. "Nasty critter. Did a term paper on it when I was in school…" The frown had since changed into a thin-lipped grimace of fascination as Avery circled one part of the clearest picture with a stylus to highlight it, then turned to another screen where the genetic analysis had finally appeared. Her eyes widened and she shook her head as if not believing what she was seeing. "What business do you have with them?"

"I don't, but _he _does. And that means sooner or later I'm going to have to write a report on it, assuming he survives. Mind if I get my clothes on again? Saving the day in an exam gown lacks a certain panache, if it comes down to that…"

"Nope. I've done all I need to for now and I'll call you back if I need anything else." A certain part of the genetic string had caught Avery's eye and she now turned to her reference terminal to confirm her hunch while she waited for Lilith to get dressed again. "Well, now I can medically say that you're not you anymore," she announced as the computer once again verified what she'd already thought to be true. "My guess is that you absorbed some of your friend's genes when you teleported after the explosion. Your body was in a state of shock and took whatever it could get just to survive, so…" A short squeak of astonished laughter. "It's not just that you aren't you anymore – you're not even a Sidra! You're a cross-species, the likes of which I've never seen before. If you'll give me a second, I can tell you just what you are…"

A headache now caused Lilith's brain to throb, and she cut her aunt off with a terse hand-wave. "And you shall become like that which you most despise," she muttered, ignoring Avery's puzzled glance. "One of the Elder's proverbs, except I don't think he meant it to apply so literally. I was taking a field trip with the Doctor, and he caused the explosion."

Avery slapped a hand to her forehead when she heard this. "Good god, that explains so many things. I'm sorry for you… but I almost should have expected it. He didn't exactly help your dad stay sane. Hell, no one comes out the same they went in after a brush with that guy."

"Tell me something I don't know." Lilith fished her badge out of a pocket and clipped it to the arm of her shirt where it would be visible but out of the way. "He's caused me more problems than I'd like to think about – including this one – but I'm too stubborn to give up on him just yet. Keep me posted if something bad turns up, yeah? I just might have to get my hands dirty…"

Avery gave her niece a half-mocking salute as the latter sailed out of the examination room and continued down the corridor at a jog until her footsteps were lost from earshot. "You can run all you want, dear, but you don't need to." Sighing, the professor returned to her research results and saved a copy of the entire batch to archives for later perusal. "A half-blood – no, a whole new species - in my own family! Never thought I'd see it in my life. Wonder if she'll turn out sterile…"

* * *

_Intermission – "You're far less impressive in person"_

"And this just caps it! He's not content with interfering with the development of innocent people, is he?" Prefect Maxym stopped only once in his tirade to loosen his necktie, the better to let his ire flow freely to its target. He was the man in charge of Galactic Subcommittee 4-195-81-2, the next rung in the organizational chain that housed a particularly troublesome planet: a planet called Earth which, due to the complexity of its resident client race, had the largest office in the Commission. Lilith was quite familiar with the workers in this office – _a mixed bag of lunatics and control freaks, just like the humans they deal with,_ Lilith mused with a disdainful snort that she was careful not to let Maxym hear, _and normally I wouldn't be able to stand them. The one thing I would agree with them in is this: Why does the Doctor find them so fascinating? He must have really done it this time for them to send their head stuffed shirt after me._ She carefully hid an amused smile and instead shrugged, the quicker for the Prefect to continue with his rant.

"No! That's just not enough. It's never enough! He just has to let a _human_ tap into the Time Vortex and blow things all to hell." Maxym removed the handkerchief from his blazer's breast pocket and used it to dab the sweat away from his brow, then turned abruptly to stab an accusing finger at Lilith. "And this is all your fault! You and your father before you have done nothing to rein this renegade in. Someone has to be held accountable – I mean, this train of idiocy stops here! I'm putting you on the report, Miss – er - "

"Lilith, sir."

"Lilith! That's right. You're the one that not only broke the client-Caseworker fraternization rules but mingled your _genes_ with them as well. I wonder what the Exarch would have to say if she knew about that little snafu? A crossbreed orphan with no other close living family who goes on wild vacations with strange aliens and punches her coworkers out in the cafeteria when they get on her nerves… what a story."

Swallowing her agitation behind a gratingly sweet smile, Lilith rose from her seat. "For your information, sir, my father is on an indeterminate leave of absence – not dead. The wild vacation was in fact paid leave for flawless record-keeping on a subject that you find more troublesome than a trouser leg full of angry ferrets, which may be true but he is far more interesting to talk to than any of the lint-scrapings in your jurisdiction – who, might I add, are still compensating for a few millennia of missing records caused by a simple, easily prevented administrative error."

After making sure that her desk was appropriately tidy, she removed her coat from the back of her desk chair and donned it, Maxym staring when he noticed it more resembled a military-issue fatigue jacket than an executive blazer. "And yes, the Exarch does know. She reviewed my case personally and deemed it an accident occurring in the line of duty, also certifying me fit to return to work whenever I chose. I've already received another honorable citation in my record for my efforts to safeguard my client, and just so you know, I punched Sidney out because he's an asshole. Now if you'll excuse me, I've got some damage to survey."

Lilith then made her way out around the desk, stopping only to retrieve a webbed belt weighed down with a dizzying variety of equipment from a niche in the coat closet. She'd almost gotten to the door when Maxym, silent since Lilith's last statement, now turned to speak. "I presume you're referring to the incident on Satellite Five, in orbit around Earth?"

"Yes," answered the Curator, fastening the belt around her waist and tugging it this way and that to make sure it sat well. "Why do you ask?"

The Prefect, grinning coldly, held up a hand with two fingers extended. "One, it's not your jurisdiction. Yvenda will have the assessment taken care of before end of business hours today. Two, Curators and Caretakers never go into the field. It's not allowed, so I would ask this: Where do you think you're going?"

"I'm sure you had that pretty speech rehearsed before you even got here, sir," Lilith retorted, sighing tiredly. "So, in the time you saved in figuring out just how this was supposed to go, I'd suggest you open up the Racial Index and look up File 2.B01-303/2DV3/2.1Z, otherwise known as the Daleks if you don't have a memory for codes like I do. As my aunt would say, they're nasty critters, and a human has just tapped the Time Vortex in order to save my client. I intend to find out just what happened to get a certified-Dangerous race – one that was supposed to be dead, mind you – tangled up with my client, and since I don't have a Field Agent…" Leaving Maxym to stand with a stunned stare, Lilith lifted her hand in a cheerful farewell as she faded out of view.

* * *

A lone humanoid staggered back to life against the corridor wall, his last memory that of the incandescent scorch of an energy ray burning his life away, and with his demise in mind he returned to his feet and stumbled forward in numb disbelief. His enemies were now gone, reduced to ash on the ground – so what was he doing here? What had happened to the others that had also burned? And what of the Doctor? A familiar mechanical scrape sounded nearby, and he ran to see if his senses were deceiving him.

_There it is!_ he thought, exhaling in relief as he saw the half-translucent form of the traveler's ship that had brought him here. As he watched, though, it disappeared altogether and left him alone in the corridor, and a disgusted sigh followed the rest of his breath when he realized that he'd been abandoned once more. _And there it goes. This has to be hell, or at least a really rotten joke._

Lilith wrinkled her nose at the scent of death that filled even this uninhabited space, muscles groaning in effort as she hauled herself to the next rung. She'd been careful to avoid the humans clustered at the base level of the satellite, resolving to obey the rules in this one matter and leave them to their rightful authority. _Anyway, the moment they_ _see someone in something resembling a uniform and wearing a badge, those nitwits are going to start pelting them with questions and panic,_she'd grumbled as she pried open a ventilation shaft and began to creep upwards. _Best let Yvenda and her crew handle it._

Thanking providence that she'd thought to bring along even a basic bio-sensor, Lilith scanned the level for hostile life-forms and heaved a sigh of relief when none registered. The hatch at this level had been burned through, the Curator realizing with a chill that this had been the site of the defenders' last stand against the invading creatures as she swung through the charred plating into the vacated compartment. She glanced around, a curious metallic tang once again tweaking her nostrils as she pieced together the recent disaster. "Looks like everyone's gone to the first level now that the threat's gone. Just like humans to cluster like that at the first sign of a break."

"Who are you?"

A new voice intruding on her thoughts made Lilith look up suddenly, squinting at this strangely familiar persona and trying to place him in her vast store of memories. "Wait a minute…"

The man in question held a pistol in a none-too-steady aim, glaring over the sight at the stranger so casually analyzing the battlefield. "You don't belong here. Who are you, and what do you want?"

Lilith let her gaze flick over the man once, noting the grime and sweat of conflict over a carefully-maintained body that she could have called attractive if her mind had not been on other matters. "I'm Curator Lilith of the Interdimensional Oversight Commission, and I'm here to investigate the recent failed invasion." When even this failed to dissuade the man, she rolled her eyes and continued. "Put the gun down. It's not loaded and thus would be useless to you if I were a threat, which I'm not. I'm looking for a mutual acquaintance – I believe he goes as the Doctor?"

The man tossed his sidearm to the floor with a chastened smile that failed to convince Lilith of its innocence. "You just missed him, Miss Lilith. Maybe I can help you instead?"

A disgusted look crossed the Curator's face when she heard this bit of news, but she nonetheless took the man's hand and grasped it in a polite shake. "You can at least tell me what went on here. I only got bits and pieces of it, and an eyewitness account will go better for the reports. Your name is - " The man opened his mouth to speak, and Lilith cut him off with a glare that made him think better of it. "Jack Harkness, am I correct?"

"_Captain_ Jack Harkness, if you will - "

Again the glare. "Jack it is. I've heard of you and trust me, you're far less impressive in person. We hold little regard for con men in my line of work. Now if you'll just hold still a moment, I can get what I need…" Closing her hand in a crushing grip on the man's hand so that her target was diverted, she used that opportunity to slip into his unguarded mind. _Now if I can just sift through the testosterone and layers of carefully articulated bullshit, I'll get the real story behind this. Or at least part of it, but it's better than what I've got now._


	8. Not the Flu

**8 - Not the Flu... **

"And so it may be concluded that, despite its seemingly beneficial results, the time manipulation undertaken by the human Rose Tyler caused more damage than it repaired. Several flaws in the flow of Time itself have been created, their effects unmeasured and unpredictable. Client has survived once more in the face of improbable odds, and thus no further action on my part is needed. A special team from the Chronometrics Department has been tasked with researching, documenting, and developing potential repairs for each flaw, although no progress has been made just yet. Client is also under advisement not to let an incident such as this occur ever again."

Report concluded, Lilith switched off the microphone and stretched back to ease a burning ache in her muscles that she'd first noticed upon returning from Earth. At first she'd been willing to pass it off as the result of a greater-than-normal amount of physical exertion, but its refusal to fade now puzzled her and made her wonder just as to its cause. "I can advise all I want," she muttered, swinging her feet from their comfortable rest on the desktop down to the floor, "but it's not like he'll listen. It's like he flat-out ignores me. What did I do to deserve this, huh?"

The computer chimed once, a gentle sound informing her of a new message for her consideration. "Personnel – them again?" Lilith opened the message, skimming it for important information, and sighed in disgust after she'd finished. "I know you think my new clothing is inappropriate for an office environment, but obviously you don't work in my office! Idiots." Rising, she donned her jacket and made sure that her now-customary complement of equipment rode safely in its holsters and/or pouches before leaving for her lunch break.

Little had changed in the cafeteria since the event that had gained Lilith such notoriety as well as a month-long ban from its premises, and while some inhabitants yet viewed her with disdain or amusement, she noticed a faint glimmer of respect in the faces of others and returned this with a courteous nod of greeting as she made her way to the cashier. "Honestly, Lilith, I don't see why you think our knives aren't good enough for you," said the cashier, swiping the Curator's badge and eying her ensemble with some bemusement.

It took a moment for her to realize what he was talking about; she followed his gaze down to the large sheath on her thigh and the blade it held and she grinned sheepishly. "Eh, it serves its purpose. No insult to the fine tableware here, of course." She took the badge back and clipped it in its place on the collar of her jacket, then took a tray and crossed to the end of the regular service line.

The ache now returned, pounding into her core with a fierceness that made Lilith gasp. "Don't worry, it's not catching," she assured the server, who had stepped back uncertainly at this display of weakness. "At least I don't _think_ it is." The server nodded at this with a dubious half-smile and doled out a generous helping of mashed potatoes, followed by a gravy of a provenance that Lilith chose not to question. She moved out of the line and scanned the crowd for a place to sit, ignoring the pain that seemed to ratchet up a notch with each step she took.

It was then that each cell screamed in agony, her vision filled with brutal radiance as Lilith staggered once and struggled to remain upright. She became aware of thousands of eyes on her, curious whispers flickering through the assembled diners as they too tried to figure out just what was going on. _Say something funny, something to distract them,_ Lilith told herself, gritting her teeth as each pulse of two hearts thumped in white fire, but only one word came to mind – foreign, crude, but perfect for the tenor of the situation -

"Bollocks." The radiance faded along with any shred of consciousness that Lilith had managed to maintain, her body pitching to the cafeteria floor amidst the stunned stares of onlookers.

* * *

"...Good, you're awake. Had me worried there for a second." These straightforward words provoked a flash of memory that caused Lilith to open her eyes with a start, flinching under the bright lights of Professor Avery's exam room. The Professor dimmed the lights out of courtesy to her patient and scribbled a note on her charts, consulting other readouts and diagrams from time to time before turning to the prostrated Lilith. "Well, we've successfully determined that it's nothing bacterial or viral. Not the flu or anything like that."

"That's reassuring," Lilith grumbled, attempting to convince her limbs to move and failing miserably. "Got any ideas what it _is,_ then?"

"Genetic recombination forced by psychic feedback," said Avery, relishing the look of blank incomprehension on her niece's face. "It's a medical miracle, you precious freak of nature. Now if only I could get hold of that man to compare the changes, seeing as he's the one that started this whole thing by regenerating - "

"Ah." Lilith swallowed dryly, forced herself up to rest on her elbows and wiped sweat from her forehead with a clammy hand. "The Doctor."

"As always. If my reading on this topic was good enough, you should start feeling the post-regenerative fatigue right about – _now_." Almost as if on cue, Lilith felt the strength sap from her limbs once more and she sagged back to the tabletop with a groan. "Wouldn't it be interesting to see just what other characteristics you've inherited?"

"Fascinating, I'm sure." Then her vision swam, went dark...

* * *

When Lilith next awoke, it was to the warmth of sunlight streaming across her bed through the open window, the comfortable aroma of steeping tea, and the occasional crackle of turned pages as of someone reading through a large book. Her head still throbbed from time to time and the simple act of reaching a hand up to massage her temples seemed to dislodge a phrase from recent memory - "Pilot fish...?"

"Earth is in quite the bind at the moment," remarked Professor Avery absently, scanning another page with deep interest before turning it. "Seems like they've had a nice little brush with a scavenger race called the Sycorax – they've held a third of the human race hostage and are threatening to kill them all unless the Earth surrenders. Yvenda is panicked, running around like a headless – oh, what's the word – "

"Chicken," Lilith supplied, shaking her head to clear the fog away. "Gods, what I would pay to see that right now."

"Oddly enough, she wants to talk to you." Avery reached for a notepad and scribbled down a passage from the book on the first empty page. "She wants to know where the Doctor is." Sensing Lilith's scowl without having to look, the Professor smiled serenely. "I told her that you were indisposed and not taking calls at the moment." When this failed to dispel her niece's dark mood, Avery gave Lilith a puzzled look. "You _do _know where he is... don't you?"

Lilith winced as synapses twanged in painful unison, forcing the memory to rise once more. "Of course I do. That's my job, isn't it?" She pressed her knuckles into her forehead, trying unsuccessfully to grind the ache out of her brain through physical force. "He's right in the middle of things, as usual, but something's... off. He's not responding to anything."

"What did I say earlier?" Avery closed the book just long enough for Lilith to catch the title on the spine, and with a start she realized it was one of the archival volumes from her own office. "Post-regenerative fatigue. He won't be going anywhere for a while until his body's ready."

"But that means he's in danger!" Lilith untangled herself from the sheets, flinging them back and springing from bed in what would have been a dramatically decisive action had her legs not crumpled under her weight and sent her stumbling to the floor. "Shit – how am I supposed to look after him if I can't even walk?"

The smile returned to Avery's face as she reopened the book and resumed her reading. "Much as their administrative staff may irk you, the humans of Earth are quite resourceful. They'll take care of things until your Doctor is able to ride in and save the day. He has a knack of doing that, as I'm finding out." She turned yet another page and made a thoughtful sound at what she saw there. "Did you know that there were four Caseworkers before you that were tasked with overseeing the Time Lords? The first one, Gershon, went mad and had to be permanently retired. His son Loren lasted a little while longer but ultimately succumbed to the same fate... Loren's daughter Aldes managed quite capably for nine thousand of our years before turning the office over to your father Cameron, and we all know what happened there."

"So you're suggesting that explosions and bodily injury and this... this regeneration business... they're all par for the course?" Lilith managed after some minutes' concentrated effort to coordinate her limbs long enough to heave herself back into bed, falling back onto the pillows with a frown up at the ceiling.

"Well, as much as can be said for you. You're a special case, but compared to the others..." Avery stopped long enough in her musings to pour a cup of steaming hot liquid from a pot resting on the table next to her. "Compared to the others, you've got it easy. Tea?"

* * *

"_And if Personnel has an issue with the way you're dressed, they can just stick it. You're hereby authorized to wear more practical and comfortable clothing whenever you see fit, by my orders."_ Lilith grinned, remembering her aunt's wording while retrieving the official document from her message folder for use if needed. "Besides," the Curator added, opening up a blank report form, "if he can save the world in his sleepwear, what's to stop me from doing the same?"

A brisk knock on the door sounded moments later, interrupting Lilith in the middle of a sip of tea. The scent of the beverage had been enough to erase the last vestiges of fog from her mind after awakening, and continued doses brought a sense of focus and clarity that the Curator had not felt in a long time. "Outstanding stuff. Don't know why I've never tried it before," she mused, draining the cup and setting it aside before calling out, "Who is it?"

"It's Yvenda. I'm here with the Earth reports on the Sycorax incident." Lilith pressed the control to open the door, allowing the Earth Caseworker entry to her office. "You... um... have a nice place here. I've never actually been inside this office before - "

Lilith rolled her chair over to a small filing cabinet, the top of which was occupied by an electric kettle and various other components for the preparation of tea. "I know," she said, refilling her cup from the kettle and adding milk, then stirring it briefly before returning to her desk. "No one from the Earth office has dared set foot in this space since Caretaker Aldes retired almost four thousand years ago, relatively speaking, which makes me wonder why you'd bother breaking that stellar record now." Pause, sip, then, "Unless, of course, you're just here to gawk – in which case I'd ask you to kindly about-face and step off."

This kind of response was not what the Earth representative had been expecting. She opened her mouth to retort, then closed it when something else amiss occurred to her. "You're wearing pajamas."

"Yep."

"Personnel Regulation 329A, Appendix 47.2 clearly states that - "

A pained sigh. "I know what it says, Yvenda, and I have a waiver. Next?"

"Well..." Yvenda's smile was forced as she continued, "It seems that your man has saved my clients' collective bacon yet again, in spite of such difficulties as losing a hand and then growing it back. How did he do that?"

Lilith meditatively rubbed her wrist, remembering the phantom pain that had sliced through it almost as if it had been her losing a limb. "Trade secret," she murmured, refusing to meet Yvenda's studying gaze.

"Ah. So is that the same 'trade secret' that had you passing out in a twitching heap on the cafeteria floor, face-first in the mashed potatoes?" The Earth Caseworker smirked when this jab was met with a similar lack of response. "By the way, that looks like it hurt. Maybe you should have it checked out, you know, by a - "

"Do you want your face broken now or later, Yvenda?" This was said with a complete lack of mirth that Yvenda found chilling. "Thought you might like the 'later' option. Now where were we – oh yes, how my upstart client has once again managed to pull your ass out of the fire before things could start at bad, skip worse, and dive right into abysmal. Kind of funny how you want to kill him until he makes himself useful, isn't it?"

"I, ah - "

"Apology accepted, dear." Lilith rose just long enough to snatch the set of file folders out of Yvenda's rapidly loosening grasp, then sank back into her chair without a second look at the Earth Caseworker. "Now that I've got your reports, I'd like to assume you've got something better to do than hold down my carpet. Or is that what they really keep you around for?"

An offended noise from Yvenda. "Where have your manners gone, Lilith? I've never been addressed this way before, and I'm inclined to report you."

"What, for being honest?" Lilith opened up the first folder and began skimming the contents. "New day, new me – now scoot, I'm busy." She made no attempt to hide her grin as her colleague moved for the door in an affronted huff. "By the way, Yvenda, Merry Christmas."

* * *

**Interdimensional Oversight Commission Official Report**

**Serial Number:** 10-1A

**Originator:** Lilith – Curator, Time Lord Office

**Subject:** "Christmas Invasion" _(working title, pending review by Standards Board)_

**Summary of Events: **

Client (henceforth referred to as "the Doctor") returned to Earth, 2006 CE, along with human companion Rose Tyler after successfully repelling the Dalek incursion at Satellite 5 (A). Upon arrival, the Doctor lapsed into a post-regenerative coma and was not to awake until a later time. His return coincided with a coup attempt by the scavenger race known as the Sycorax (B) who used an archaic form of hypnosis to hold approximately one-third of the Earth's human population hostage (C). It is unknown exactly what led to the Doctor's revival, although witness accounts attribute his speedy recovery to consumption of a cup of tea. Following his awakening, the Doctor challenged the leader of the Sycorax to single combat via sword duel, insulting the leader with a strong pejorative in its native language. The duel resulted in the severing of the Doctor's right hand and prompt regrowth thereof. Unorthodox use of citrus fruit ensured ultimate victory over the Sycorax. Under the provisions of his victory, the Doctor allowed the would-be conquerors to go free under the condition that they never return, but intervention by the Earth organization "Torchwood Institute" caused the Sycorax ship to be completely destroyed.

(A)_For information on this incident, reference Time Lord Office report 9-85B._

(B)_Racial Index File 40926.C1103/4FV3/H2_

(C)_Full documentation provided in Earth-Human Office Report 2006-12-1085F.2._

**Recommended Action:**

Item I: Assign Caseworker to Sycorax race.

Item II: Research Sycoraxic slang and update appropriate reference materials.

Item III: Locate and retrieve Doctor's amputated hand.

Item IV: Monitor continuing actions of Torchwood Institute.

_Report Submitted 1125 Fish/32/1/4996 Sarien by Curator Lilith._

* * *

_Author's note, 20 December 2007: Edited to include Sycorax Racial Index File reference code. I finally persuaded the Evil Bitch (apartment) to cough my notes up... Happy Holidays, y'all. It's (once again) time for me to go to bed. Edited 1 January 2008 for consistency._


	9. Heartless, Merciless

**9 - Heartless, Merciless**

**Vocal Record, Status Report 446/5  
Focus: Client Development  
Originator: Lilith, Curator - Time Lord Office**

"It is fascinating to note that emotions yet remain a key trigger for emotional and mental growth, a critical weakness in the psychic composition but one that still may be manipulated to ultimate advantage. Strong convictions, propagated by an individual sense of right and wrong, have led to choices that while spiritually satisfying are inadvisable in a practical forum. A recent example may be found in recent interactions with Jeanne-Antoinette Poisson – alias Madame de Pompadour – when, at great personal risk, he chose to effectively isolate himself in Time to ensure her survival and was even willing to take her from her rightful place to be at his side. As a footnote it may be seen that sometimes Time may mend its own wounds, as it did in the case of Pompadour and her death occurring as originally intended."

_(lengthy pause)_

"The desire to love and be loved has been a constant theme in the life of the client, along with a concurrent desire to protect what one cherishes no matter the personal cost. One must not paint the man in such simple colors, though, as there is a darker dynamic that must not be ignored. If love is the light that guides him, pain is the shadow that nips at his heels, be it the grief of loss or the fire of righteous anger. After a period of intense observation I believe that the time is right for a fresh dose of darkness, and I have selected the human John Lumic as the conduit for this next phase of evolution. Permission has been given from the Exarch herself and from the Earth-Human Office to conduct my business on a sealed mirror world and I will take ultimate precautions to make sure that no breaches occur. With this in mind, I will be absent from my office for some time and all inquiries may be left at my desk for processing upon my return."

_Submitted to Curator-Prefect Belrac, 1905 Scampering/38/1/4996 Sarien  
Archival recording unsealed by special order._

* * *

"I specialized in the study of chronic pain and other debilitating conditions, which is what led me to pursue a career in bionic enhancements. The human body is a fallible vessel, Mr. Lumic. It hurts, it withers, and it dies, so why not simply replace what is flawed with an immortal, incorruptible entity?" The speaker's voice trembled on this last phrase, although her audience could not tell whether it was from nervousness or excitement. She pressed a button on her pointer to advance to the next slide in her presentation, then resumed her speech. "My research is incomplete, although I believe that what I have found may be of great benefit in many arenas. Imagine, if you will, the amputee who is able to walk again with legs based on these designs. If that is not enough, imagine a worker that will never tire, or a soldier impervious to gas, bullets, and bombs. Surely a man such as yourself – a pioneer inventor across the board – could find this useful in some way."

The lights came up a moment later, and it was sometime before the chair-bound man spoke. "So you are suggesting that humankind may once more find salvation in steel?"

An uneasy nod from the young woman. "Essentially, yes."

Disengaging his respirator mask so that his words could be more easily understood, John Lumic smiled. "It seems that you and I are on the same page. What did you say your name was again, miss?"

"Albright. Lillian Albright, sir."

"Well, Miss Albright, I am most interested in seeing how your work may contribute to my endeavors. Welcome to Cybus Industries."

* * *

"Today..." Lilith pondered the blank paper in front of her, lamenting the circumstances that deprived her of her accustomed technology. She tapped her pen agitatedly on the corner of the journal page, creating a pattern of random dots as she chose her words. "Huh. Never had this problem talking to the system, but in that place I'm not playing the poor, starving doctorate student with a Sisyphean debt problem..." A glance over at the pile of envelopes that comprised the day's mail, all from different sources but repeating the same message, all demands for repayment for one loan or another that had helped to support the Curator's elaborate living fable – all save for one, a courier package bearing the seal of Cybus Industries that she had yet to open but knew its contents all too well. "... who's sold her soul to the devil and is willing to commit crimes against humanity just to make a quick buck, as it were. Yeah, that's me, accomplice to ultimate evil..."

Lilith looked back down at the paper, noting that she'd connected the dots during her woolgathering. "Of course he'll want to kill me if he finds out what I've done. That's why I'll have to do this discreetly so that he'll have no clue that I was ever involved. If he survives, he'll be a far better man because of it. If not - " _I'll have to deal with the consequences of my mistakes, that's what._

"Today..." A tight smile as the right phrase came to her. "Today I breathed fresh life into a nightmare. I'm sorry, my dear man, but one must break eggs to make a truly tasty omelet." Lilith then closed the journal and set her pen down, leaning back in her seat and closing her eyes in preparation for the task ahead. _To a race that skips through space and time unassisted, no path is ever truly closed – not even between alternate worlds. Now to catch myself a TARDIS..._

* * *

"I've inspected each of the chambers, Mr. Crane..." Pause, nervous lip-bite, then, "Crude, but effective. I can only hope there is some way of suppressing the pain of transfer."

"The process isn't perfect, Miss Albright, this much I know." Crane smiled patiently at the woman, noting the cast of barely concealed nausea on the already pale skin. "But believe me, we're helping them."

"By grafting their brains into cold metal?" Albright ran a shaking hand through loose auburn hair, attempting to calm her nerves with this simple gesture. "I only intended to augment the body, not to replace it entirely."

"At what price progress, Miss Albright? I believe that we all must ask ourselves that question at one point or another." Crane then turned and walked away, leaving the professor alone on the assembly floor. "If everything is in order, then you may leave. While some of us may have time to flit about to parties, others actually have to work."

"Of course, Mr. Crane." Albright wasted no time in making an exit from the floor, shivering at what she'd seen inside of each of the cylindrical chambers. "I'll be sure to save some hors d'oeuvres for you..."

"...Lillian Albright, is it?" the minister asked. "I've seen some of your papers on bionic enhancement therapy. Brilliant work if a bit insane in places, wouldn't you say, Mr. President?"

The President shrugged. "So what did it take for Lumic to get to an idealist like you, if that doesn't seem too personal of a question?"

Albright blushed in faint embarrassment, rubbing her hands together as she answered, "Well, sir, even an idealist needs funding. The usual fee – you know, thirty pieces of silver, adjusted for today's inflation rates, and an invite to a nice shindig here and there..." While the two men laughed at this witty tidbit, she turned to the server bearing a champagne tray and retrieved one of the glasses. She blinked once in surprise upon getting a closer look at the server, quickly turning back to the conversation at hand before her reaction could be noticed.

The Doctor, playing his role of obsequious waitstaff to the hilt, allowed the elegantly-clad redhead a pleasant smile while she hooked a glass of refreshment from his tray in the manner of a drowning man reaching for a life preserver. _Now there's one obviously not used to the high life,_ he observed silently, seeing her eyes widen in startled recognition. _Then again, laboratory types usually aren't._ Something about that split-second of visual contact made the small hairs on the back of his neck stand up, and even after the woman returned to her awkward interactions the Doctor scrambled to find the reason for such a feeling. _Lillian Albright... Lillian... Lilith? Mousy little Curator type? No, couldn't be. Not here, not now... and not ginger. Not like that._

* * *

Though she knew its source, Lilith could not help a shiver at the none-too-distant sound of metallic feet marching in unison towards the mansion, her heart shaking in unison with the artificial thunder of incoming destruction. _This was all your brilliant idea in the first place,_ the chiding voice of memory said and sighed. _I personally would have just had him see a therapist, but you went along with resurrecting an army of murderous cyborgs just to see how he'd deal with it. It's a marvel that he hasn't put two and two together especially after getting a gander at you a minute ago. I'd expect something devious, ingenious, and entirely justified in the way of retribution - _

Glass shattered. Guests screamed and reflexively clustered together, believing their numbers would shelter them from the encroaching metallic menace. Lilith found herself pushed towards the front of the herd, only the President standing between her and the invaders. She absently noted the Doctor and his companion standing a few feet away, then like all others present stood in an attitude of anxious waiting as their ear-pods began to transmit a message from the disembodied John Lumic. "These are my children, sir. Would you deny my family?"

The Curator felt her guts turn leaden at the swirl of panic she heard come to life around her, the Doctor explaining to a confused Rose the true nature of the creatures before them, the reason for their lack of emotion: "Because it hurts." _You let this happen, Miss Improvement-via-Pain. Hope you're happy..._

The President had taken charge of the situation, demanding answers from Lumic: "These people, who were they?"

"They were wretched and useless until I saved them, elevated them, and gave them life eternal." A pause for effect, then, "And now I leave you in their... capable hands. Goodnight, sir. Goodnight, Mr. President!"

Positioned as she was at the forefront, the events that transpired next seemed to filter through her mind in slow motion – the President challenging the foremost of these so-called Cybermen and being cut down with a strong surge of electricity, the crowd surging to life with the survival instinct that told them to flee as fast and as far as they could, most meeting with the same fate as their leader – and in the midst of it all, Lilith spotted the Doctor sprinting away with Rose at his heels. "Good idea, Doctor. Run, because I'll be running right behind you..."

It was some minutes before she found a safe niche in a coat closet, slamming the door shut and leaning up against it as a futile but comforting additional security measure. The sounds of chaos soon receded into the distance, but Lilith knew better than to emerge just yet. Then came a warbling electronic tone, a hypnotic tug at the synapses that proved too strong for the flesh to resist, and Lilith's spirit sank as her body moved of its own volition and turned the doorknob. _The flesh is all too willing,_she thought darkly, _and now it's hoist by your own petard._

* * *

"So in the end he prevailed, just as you expected he would." Belrac ran a finger over the report's coversheet, skimming the summary points and nodding before looking back up at Lilith. "Along with the usual assortment of scrappy sidekicks, I see. The human toll came close to a million, mainly from the converted populace that had to be eliminated – notables including one John Lumic, the mastermind behind this mad scheme, and a lesser-known employee of Cybus Industries named Lillian Albright who according to her company dossier helped Lumic develop the cyber-suits used in his operations." A dry smile. "What a fitting way to die, consumed by their own monster." Belrac's colorless gaze then fell on the helm that Lilith had placed on the desk, its insides still redolent of charred flesh and fried circuitry. "So tell me, Lilith, how did it feel?"

Lilith's answer was some time in coming, a chill spreading through her body as she too considered the severed robotic head on Belrac's desk. "...It hurt, ma'am. Though the flesh felt nothing once the operation was complete, I felt everything. It was like I was slowly being torn to pieces."

The Curator-Prefect nodded agreement. "I would imagine it wasn't easy, having to suppress your basic corporeal form to pass as human and then to have that ripped apart and stuffed into a walking tin can. Did you kill in that form?"

"...Yes, ma'am. At least twenty people, dead by my hand."

"So in attempting to influence your client for the better, you have yourself gone through the crucible and felt its fire..." Belrac then turned her attention back to her subordinate, silently searching the younger woman's face for hidden clues and submerged thought processes. "Now you have some inkling of the burden we bear as Caseworkers. It's a painful, baffling job, isn't it? Though we are practically immortal, we are by no means impervious." She closed the case file, set it aside. "So, Curator, what lesson did you learn from this?"

"A saying that I heard while on Earth put it best, ma'am." Lilith waited for permission to continue, then said, " 'If you want the position of God, then accept the responsibility.' When the time comes, I will be held accountable for my actions, and I may only pray that I am ready."

"As do we all." A thoughtful pause, then, "Overall I'd call this a success – it met your stated objective and Chronometrics has certified that there is no chance of your work spilling out into any other dimension. Go back to your office and rest for a while, and take this..." Belrac tapped the steel casing with a stylus, causing a hollow echo. "...Take this _thing_ as a reminder of your own growth. I hope that you've taken some of this metal and incorporated it into your soul, because I think you are going to need it if your future continues down paths like the one you have just traveled."

"Agreed, ma'am. Thank you for your time." Lilith retrieved the helm from the Curator-Prefect's desk and looked down into its lifeless eyes as she willed herself back to familiar, safe territory. _Mr. Crane was right – at what price progress?_


	10. The Beast in the Darkness

**10 - The Beast in the Darkness**

"That's the third time this week someone's come knocking on my door. I swear I'm becoming Little Miss Popular 'round here." Lilith turned to her computer screen, pushing aside various schemata and technical papers to bring up her appointment book. "Clear for the next month at least, so what gives?" Returning to her ongoing work, she squinted at a finer point on one of the diagrams for a few long moments before sighing frustratedly and transferring it to the wall behind her for clarity in examination. The knock sounded once more, breaking the Curator's concentration, and she glared over her shoulder at the door as if her current irritation were all its fault. "Who is it?"

"It's Caretaker Marius, ma'am," came the polite reply, and Lilith made a sour face at hearing the honorific. _Young one, sounds like,_ she thought as she enlarged the portion of the diagram that had been giving her trouble. _Name doesn't ring a bell..._ "I'm from the Human Office, representing the Krop Tor Sanctuary Base."

Something about the name triggered a flash of recall and Lilith glanced to an auxiliary readout that had been given a permanent place on the otherwise blank wall. "Krop Tor, the Bitter Pill..." A dry smile. "Come on in, Mister Marius. I've been expecting you."

The door opened, revealing a young man who was as unremarkable and pleasant to look at as a fresh patch of cement, and there was a roughness to his gait that betrayed his unease with the form. Lilith gave him grudging marks for taste in attire, from a meticulously-kept dark suit and coordinating tie to the thin wire-framed spectacles balanced on his nose like an afterthought. He stopped a few steps away from the desk, glancing around at the rat's nest of supply crates and crumpled papers that barricaded the Curator from any unwanted visitors, then blinked when he saw the schematic projected on the wall. "My apologies, Curator. Am I interrupting something important?"

"No, not at all. I would tell you to take a seat, but it seems they're all occupied at the moment. I've gotten a bit behind in the housekeeping as of late. Welcome to the Time Lord Office, Marius – what can I do for you?"

Even as she asked this, Lilith slid a pair of industrial goggles from their temporary perch on the top of her head to cover her eyes once more, focusing again on the device in front of her while waiting for her visitor to answer. Marius blinked again, briefly wondering if this casual brush-off could be considered normal behavior before asking, "How did you know I'd be coming here?"

Lilith disengaged two sections of wiring with a delicate pair of tweezers, adding the wiring to a growing pile of discarded parts. Fully aware that she left her visitor in awkward silence while she worked, she concentrated next on properly integrating one of the newly added components. "See that screen behind me? I keep my client's location and status displayed on it to answer the first question on most visitors' minds when they walk in. Never mind how I'm doing or what I'm up to – they always want to know about the Doctor. Doctor this, Doctor that – " she frowned briefly as she nudged the last of a series of connectors into place " – but never mind me, I just answer the phones... It's a living, though, and it never gets boring. If there's an impossible situation, he's right there to raise Hell with a wink and a smile. Krop Tor is perfect for him... therefore I was able to infer that once he'd arrived you'd be here with either a list of questions or a damage report. Which is it, my young friend?"

Marius couldn't help a burst of laughter at the Curator's forthright assessment, briefly causing his spectacles to slide from their precarious perch. "This is the voice of experience, I take it." A nod from Lilith. "This might surprise you, Miss Lilith, but he hasn't done anything yet."

"He's landed among a handful of humans clinging to life in a kit-built base on a planet that theoretically shouldn't exist, and no incidents yet?" A disbelieving head-shake. "I tell you, if something hasn't happened yet, it will. Give it time."

"I'd agree with you, it's completely insane." Marius pushed his glasses back up to the bridge of his nose. "I mean, I've only been assigned to work with them recently, and even for humans... to live on a planet suspended on the edge of a black hole... bonkers. Down the pipes and out to sea, as it were..." The Human Caretaker paused in his thoughts to stare once more at the mess on Lilith's normally tidy desk. "Not to be nosy, Curator, but is that sonic?" An affirmative noise from the preoccupied Lilith as she adjusted the focus on a magnifier clamped over one eye. "Honest to god sonic weaponry?"

"Yep, that it is." Lilith glanced up for a moment, putting the tweezers aside and cleaning grime from her hands with a convenient rag. "There's a washroom off to the side there, Marius, if you need to be alone for a bit. You look... excited, if you don't mind me saying."

Marius laughed, blushing under Lilith's teasing grin. "Oh no – no, Miss Lilith, that's not it at all. It's just that I've always been fascinated with alternative technology, and sonics! I wanted to mention them in my thesis but there was never enough material to go by, especially with their creators dead and all - " The grin vanished, replaced by a flatly unreadable expression that dared the younger Caretaker to complete his thought aloud. "I'm sorry, Curator. It's just that I'd assumed by your title..."

"Jumping the gun in the name of efficiency," Lilith muttered, rummaging through the selection of tools on her desk until she found one that would work for her next task. "Trust me, Marius, that son of Gallifrey is _not_ dead. Far from it. Be a doll and cover your eyes, will you?" She tapped the side of her goggles, adding a light filter to the lenses before igniting what appeared to be a small welding torch and applying it to an exposed segment of machinery. "Inelegant, that's for sure, but it'll have to do. What I wouldn't give for a sonic screwdriver."

"Well, if you have a rifle already, I don't think a screwdriver would be too big of an issue to acquire." The Caretaker considered the assemblage with fresh amazement, wide eyes moving from the pile of discarded parts to the modified weapon, shuddering when he realized what he was looking at. "You're removing the battery and replacing it with a bio-energy feed! You do realize that sort of thing is forbidden in at least two thousand galaxies, Miss Lilith? And just whose energy do you plan to use to power it?"

"Mine," said Lilith matter-of-factly, "and mine alone. If I've fixed it the way I think, it won't respond to anyone else." She nudged at another piece of circuitry with a probe, then tossed the metallic sliver aside with a disgusted sound. "I'll be surprised if the damn thing doesn't blow up on me the first time I fire it with the kind of hatchet job I've had to do. Then again, the man with the right equipment is a universe away on the edge of oblivion, and he'd confiscate this little beauty if he knew I had it."

"As he rightly should. Just by looking at it I can spot at least ten ways in which it's outright illegal!" Marius shook his head ruefully. "Dare I even ask how you got your hands on a sonic rifle?"

The Curator slid the last casing back into place, tamping it down with a slap from the heel of her hand. "Believe it or not, this was a gift to my dad when he first took office. The guys down in the Armory gave it to him as a kind of sick joke, telling him he'd never know when he'd need a little bit of portable artillery in this line of work. He kept it stashed away in the closet – for emergencies, you know – and I saw no reason to move it... that is, until now." Lilith removed the goggles and set them aside, fixing her younger colleague in an unnerving gaze that he found impossible to break. "I'll bet you've barely clipped the sale tags off of that suit jacket, Marius. How long have you been a Caseworker?"

"F-fifty years, Curator," Marius stammered, silently praying for her to reach her point. The light blue of her eyes belied a darker core, the substance of which he was only now beginning to see, and he could not say that he enjoyed the view. "This is my first solo assignment as a fully credentialed Caretaker."

"Good man." Lilith's eyes narrowed for the briefest fraction of a second, assessing the young Sidra on the other side of her desk. "If you've been in this business as long as I have, you'll learn that your wits alone sometimes won't be enough to keep you alive." She patted the barrel of the rifle as if to reinforce her statement, then continued. "Why don't we stick to what you know for now, hm? Tell me about this planet, Marius, and why I should be so worried that my client has landed there."

* * *

**Humans never could resist a good puzzle. **Lilith, feeling oddly naked in the absence of a solid body, anchored her essence momentarily to a rock and looked to the fiery vortex above. **No sensible creature would want to be here, so why are they?**

**It's a commonly agreed-upon point that humans are hardly sensible. **The slightest impression of a smile, though the Caseworker known as Marius floated nearby likewise formless in the natural state of the Sidra race. **The Walker Expedition was originally sent here to find out just how such a thing could be possible. They discovered a power source beyond the scope of known technology and decided to drill down to the core of the planet to investigate. **Pause, then, **There was a message left behind by the last occupants – or occupant – of this planet that their archaeologist is currently working to decipher. He hasn't had much luck, though, and what's left of the expedition continues to drill.**

**That's just brilliant. **Lilith let go of the rock, breezing across the surface of the airless planet with Marius drifting along in her wake. Sensing the puzzlement from her colleague, she elaborated. **The power source is probably the only thing that's keeping this rock in place. Other than that, the planet is dead and has been that way for a while. Now your wonderful people are rooting around stirring up things that should have probably been left alone, and my Doctor is right in the middle of it... **The Curator sighed. **As usual.**

Sensing a disturbance, Marius shot past Lilith to investigate. **Something's not right,** he called back to her, getting a disdainful snort in return. **I mean, in addition to everything else. **Though he knew both he and his fellow Caseworker were invisible, he stopped short as if afraid of being seen by the lone figure standing on the surface. **Tell me what's wrong with this picture.**

**A human surviving unassisted in vacuum,** said Lilith, likewise stopping as an eerie sensation began to creep into her core. **He should be midway to asphyxiation by now, but it's almost like he's out for an afternoon stroll... **She cautiously dipped lower to get a closer look at the man, shuddering when she saw that his eyes glowed luminous red from a face covered in sinuous black script-like markings. **He's not human anymore, and those marks! What is he - **

**And more importantly, what's he doing?** Marius wondered, watching the man stretch his hand out towards an unseen observer in one of the nearby sections of the base. The Caretaker let out a dismayed noise when he saw the man's hand twist, causing the glass to crack. Air rushed out from the breached habitation, sucking its inhabitant out into the void – a young woman no older than twenty human years, Lilith noted, feeling a sensation akin to nausea. **Her name was Scootori Manista, and she was a maintenance trainee for the expedition. She shouldn't have died like that, that wasn't natural!**

**What about this place is? **Lilith could sense the panic radiating from the younger Caseworker, and for the briefest moment she wished circumstances permitted flesh and bone for the comfort of physical contact. **But I do see what you mean. **A second look revealed that the lone man had vanished in the confusion of the breach, and the uneasy feeling increased. Lilith expanded her senses briefly, noted that yet another factor had changed. **They've stopped drilling and now something's awake. That's why your people are dying, Marius, because they won't leave well enough alone.**

Marius remained in place, watching the young human's body drift away towards the ravenous maw of the black hole. **And there's nothing I can do?**

**You should know better than to ask that question, Marius. **Lilith had since resumed moving, following a thin thread of wrong at the edge of her consciousness down towards a crevasse in the planet's crust, the malevolence from the awakened evil at its core seeping forth like blood from a wound. **You're an advisor, not a safety net. Their lack of common sense is hardly your fault.**

**That sounds somewhat hypocritical coming from you, Curator,** came the crisp reply. **If you're not here to save your own, then what are you doing out here in the first place?**

**I'll answer that question when my sole surviving client isn't in immediate physical danger because of something stupid that your race has done,** Lilith retorted in equally cool tones. **And since your high horse is infinitely impractical in our current environment, get off of it.**

* * *

"This is the darkness. This is my domain. You little things that live in the light, clinging to your feeble suns which die in the end... Only the darkness remains."

The words echoed in Lilith's mind as she descended alone into the gloom, a part of her wishing she'd remained with Marius on the surface to observe the travails of the remaining humans. _But his people are up there while mine is... down here. How easy it would be to swoop in and snatch him away from danger, but that would violate so many of the rules... and that little snot Marius was right. I really am a hypocrite. As much as I hate to admit it, what am I here to accomplish? Am I here as a Caseworker, or am I trying to salve my own feelings of guilt? Hells below, I am going to need a drink when this is all said and done._

_Abandon all hope, ye who enter here. _From the moment she arrived at the center of the planet, Lilith had to fight not to be suffocated by the immense sense of evil that tugged at her core. The only thing that had given her hope was the familiar blue form of the TARDIS, although the Curator chose for once not to question how it had arrived in such a strange place as she moved on towards the source of the wrongness that had drawn her along. _At least it won't be me pulling him out of harm's way, no matter what happens, _she mused, pausing in front of a rock face painted with a series of pictographs, _although I would certainly be able to justify giving him a nudge in the right direction should the need arise._ She considered the pictures, depicting the imprisonment of a grotesque horned beast that Lilith hoped was only a metaphor instead of reality. An echoing rumble of shifting rock made her turn, and in that instant Lilith thanked providence that she lacked flesh to give her fright physical shape. _And in spite of that, I'm still petrified. What the hell is that thing?_ The Curator then became aware of a new sound, that of footsteps belonging to a more humanoid form, and a small portion of the fear vanished when she recognized their owner.

_He's here, and he's alive. That's all I'll need to be happy._

* * *

"Somehow it doesn't seem the same without all of the clutter," Marius commented from his seat on the other side of Lilith's desk. A month had transpired since his return, and Lilith was pleased to note that he seemed more comfortable in the newer body that he had adopted. She'd also noticed that he'd abandoned his earlier look of pale boyish frailty in exchange for something darker, older, more solid, enough to draw a pleased flush to her cheeks that she quickly extinguished before it could be seen. "I must say that you have quite the job, Miss Lilith."

"That I do." The inspection and maintenance of the modified rifle had become almost a matter of ritual for Lilith, one that she now clung gladly to as a pretext for her preoccupation. "What about yours, Marius? The Sanctuary Base has been closed, so that means you're out of work."

"For now, yes. Personnel's still trying to figure out where to put me, and I was thinking..." A hesitant chuckle. "You know, maybe you could use a hand here."

Lilith slid the casing closed over the bio-energy feed input, the click of finality causing her visitor to jump. "No, I think I'm fine."

"Are you sure about that? I'm sure it gets kind of lonely from time to time."

_He said that if he had one thing to believe in, it was _her_... not me or anything I've done, but her, his precious human tagalong. That figures._ The Curator laid her weapon out on the desk for a final visual check-over, gave it a friendly pat as if it were a favored pet. "Nope. I'm too busy to get lonely, Marius, and besides that, it's far too dangerous for a young buck like you to get tangled up in. Best for you to find some nice safe little planet to look after, something to ease you back into the flow of things."

"That's exactly what they said about Krop Tor. 'Bitter Pill' is right..." Marius sighed, eased himself up from the chair. "Well, I suppose I'll stop bothering you. See you around, Curator."

Lilith looked up suddenly from her examination of the rifle and flashed the younger Caseworker a bright smile. "Don't be afraid to stop by sometime if you have any questions. I'm sure I could pencil you in somewhere."

"Will do. Take care, Miss Lilith." Marius vanished from sight, and Lilith got up to return the rifle to its place in the supply closet. She put her jacket on and looked around the office to make sure that everything was in order, then dimmed the lights.

* * *

Her apartment seemed unnaturally dark and still as Lilith lay awake at the end of the day. Though months had passed in the case of some memories, they still nagged her and she soon found herself curled up on the living room sofa with a mug of warm tea and a familiar cloth-bound volume. As she sat considering how best to phrase her dilemma for written record, her gaze fell on the room's sole illumination – a simple clay pot resting in a place of honor on a topmost shelf, light pouring in steady, gentle radiance from within its thin walls. "Where do the gods go when they die, and what lies in store for them afterwards?" she murmured, then shook her head once in dismissal as she once more set pen to paper.


	11. All in a Day's Work

_To each and every one of you that's put up with my flight of whimsy so far, thank you. You make my day. And now we return to our not-so-regularly scheduled programming..._

**11 - All in a Day's Work**

"Who _is_ that, Reg? I see her in here every day with her papers and whatnot, but I haven't figured out her deal." Frown, then, "You think she's police or something? Might wanna hide that stuff you've got in the back..."

"Dunno really. All's I know is her name – Lily, Lillian or something like that – and that she always orders the steak and chips and one pint of stout. Just one, and then she drags it out over two or three hours. Strange, quiet little thing, but she pays well and doesn't break stuff like your group does. That was a hint, by the way."

Comfortably seated in the depths of her corner booth, Lilith overheard the tail end of the conversation between the owner and one of the regulars and smiled to herself. A discreet arrangement with the owner had ensured that lines of inquiry like this one would be dealt with in such a way that she would not be disturbed, and so Lilith had found an unlikely sanctuary in which to continue work on her latest project. An extension of said agreement also made sure that no one would disturb the materials left at the booth when she found it necessary to step away as she did now, and even as the pub began to fill with its usual match-night crowd Lilith had no qualms about stepping outside to partake in another human habit that she'd adopted during the course of her visit.

Absorbed as she was in her thoughts and the strange relief brought by ingestion of nicotine and other chemicals, Lilith barely noticed the pub's alley door open and close once more. "Cigarettes, Lilith? You really _have _gone native. Then again, this isn't your jurisdiction, so one really must wonder..."

The voice, though familiar, still drew a flinch from Lilith due to its unexpectedness. Making a face, she dropped what remained of the cigarette down to the asphalt and crushed it with a booted foot. "Match isn't exciting enough for you, Yvenda? I wouldn't blame you. I've only just now gotten the hang of the food, and footy's still just a little beyond me."

"You are a strange creature," the Earth representative muttered, eying the crumpled cigarette butt with open distaste. "Still, this isn't your place. As the new field agent for the Earth Humans, I find your recent persistent presence quite suspicious."

"So they finally promoted you, huh? I was wondering what you were doing so far away from your desk." This brought a sharp scowl from Yvenda, and Lilith smirked. "I'm here for a research project, that's all. Studying my client in what seems closest to a natural habitat, though his fascination with this place still eludes me." The scowl tightened and, anticipating the caustic words forthcoming, Lilith placed a silencing finger over Yvenda's lips. "Don't worry, I won't upset your precious darlings. Now if you don't mind, I've got work to do."

Leaving her colleague sputtering for a retort, Lilith made her way back indoors. The interior was now thick with noise and the reek of sweat and spilled alcohol, but the Curator shrugged this off and continued to her booth. _Another night of uninterrupted reading for me,_ she mused, trying to remember where she'd left off before her smoke break. An inebriated young man brushed past, mumbling apologies as he made his way to the lone restroom in the back of the pub, and Lilith would not have given it another thought had she not noticed the long, cloth-wrapped bundle hanging from his shoulder. "Oi, you, get back here - "

The youth abandoned all pretenses and instead bolted for the same alley door that Lilith had used earlier, but the Curator was faster and pulled him to a halt by snaring his arm in an iron grasp. Her prey struggled against her grip, which gave her cause to tighten it further and elicited a pained gasp from the young man. "I believe you were headed for the can," she said in easy conversational tones, noticing that Reg had left his usual post at the bar to investigate the sounds of struggle. "Let's get a move on, then – I know that Reg doesn't like it when you folks spew on the floor." This was enough to convince the owner that nothing was wrong, and Lilith maneuvered her captive to the glorified water closet that passed as the pub's restroom facility.

"Listen, I know you're not from around here - "

Lilith silenced the young man with a foul glare, stripping him of the bundle and unwrapping it so that he could see what it was. "Haven't even come up with a name for her yet," she murmured, releasing the safety and allowing the rifle to hum to life. "I'm leaning towards Betsy, or maybe Ingrid. What do you think?"

The young man gulped nervously, realizing the perilous nature of the situation, and mumbled, "Betsy's nice, although it's ultimately up to you, Miss Curator - " Feeling the chill of metal pressed to the soft flesh of his neck, he stopped and waited to see what his captor would do next.

"Only one man can call me that, and you aren't him." A series of soft clicking sounds as Lilith adjusted the settings on three dials. "So what brought you to my little corner of the world – ah, what's your name?"

"Terrence, ma'am."

"Terrence?" Lilith shook her head in mild disgust. "Well, Terrence, here's some news for you. Just as you know that I'm not from around here, I happen to know who you work for. You might think you're high-speed and super-secret, but to someone who's been doing what I do for as long as I have you're as obvious as safety orange on a duck hunt." She made a final adjustment to the weapon and moved her hand to the trigger. "When you wake up, go and tell Miss Hartman and your cronies at Canary Wharf to piss off. You're starting to annoy me, and that is a very bad thing."

Lilith emerged alone moments later from the water closet, having arranged the now-unconscious young man in a mock alcohol-induced slump to back up the story she had prepared for Reg. The papers at her table had obviously been read through, and a glance at the screen of her laptop showed a recent failed attempt to crack the password. "Thank the Elder I didn't have anything really important out," she grumbled as she began to gather up her materials, taking note of one recent finding before powering down the laptop. "It seems I'll be paying Elton Pope a visit tomorrow."

* * *

_I can't believe I agreed to this. Ursula didn't see anything wrong with it, but it's not like she gets out much now..._ Elton chafed his hands together against the seasonal chill, glanced around once more. The park was as empty on this day as it had been on another similar day not long ago, when he'd sat on the same bench to discuss one of his obsessions with a newfound friend.

A light, cheerful tune whistled into the blustery air made him turn suddenly, staring in disbelief at the odd figure approaching him. It was a woman not older than her mid-twenties, patting herself down to erase signs of a recent scuffle from attire that put Elton in mind of the clearance bin at a military surplus store. A purplish discoloration on her cheek showed that she'd not escaped entirely unscathed, a bruise that stretched painfully as she grinned recognition and waved. "Hello!" she called out, then frowned as she readjusted a shoulder strap that in turn bore an alarmingly realistic rifle. "Elton Pope, yes?"

"Right, that's me." Elton blinked a few times when the woman held out a hand to him, then realized what she intended and grasped it in his own in a quick greeting. "You're, ah, not what I expected."

"Well, what did you want, a man in black with a flashy little memory stick thing? So sorry to disappoint, but this isn't the movies." Clapping Elton on the arm in a comradely fashion, she continued, "Although if my sources are right, you have led a very interesting life. Let's go get a coffee or something and you can tell me all about it."

* * *

"So what's your interest in the Doctor? I'm only asking for your safety, since you seem like a good person," Elton began, adding "_even if you are a bit odd"_ under his breath as she considered the damage to her profile in a hand mirror. "Then again, appearances are deceiving."

"I'd agree with you there," was the reply as the hand mirror was folded closed and slipped back into one of many pockets on the woman's battered leather jacket. "No, Elton, I don't actually want to kill him, as many times as I have entertained the thought. My job is simply to record his actions, advise him in difficult situations, and if necessary keep him alive. My name is Lilith, by the way."

"Lilith. Right." Elton took a sip of his coffee, studied his companion in silence. Though she was to all appearances human, something about her didn't seem to fit. "So if you aren't going to kill him, what's the, er, rifle for?"

"It's for anything or anyone who gets in the way." Lilith now peered past Elton's shoulder out the window, her gaze darkening as something caught her eye. "Hold here for a moment," she said, rising and dashing away before he could protest. Elton had just started on a second coffee when Lilith returned, tidying her appearance in much the same manner as before with a catlike smile on her face that he found slightly unnerving. "You would think a verbal warning would be enough, or maybe getting knocked out and stuffed into a dustbin for your mates to find you later, but apparently not. Now where were we?"

"The Doctor," Elton prompted, blinking yet again as Lilith took a notebook and pen from elsewhere in her jacket and opened the book to a blank page. "What's that for?"

"It's a notebook," Lilith replied patiently as if explaining a foreign concept. "You know, for writing things down? I may only be a little over a thousand of your years old, but I still tend to forget little details here and there. Do go on, Elton – I'm listening."

"Man, I really wish the others could have met you. We would have had all of the evidence we needed that the Doctor existed, and then maybe they'd all still be alive – Bliss, Mr. Skinner, Bridget..." What had started out as a simple conversation over coffee had developed into a late lunch, and in spite of his earlier reluctance Elton now found it hard to leave. "Tell me, Lilith, is it always this way – you know, with the Doctor? It seems no matter how much good he does, there's always a darker side to it."

"No arguments here," was the quiet answer, almost too low for Elton to hear. Lilith then closed her notebook abruptly and put it away, looking up with a smile that the younger human instinctively knew was false. "At least you don't have to work with him. I've been blown up, carved apart, and any other number of nasty things that I won't go into just yet. It pays to keep a spare body lying around – just in case something bad happens."

This earned a dismissive head-shake and rueful grin. "You really know what it's like, then."

"Real life, as they say, is stranger than fiction." Lilith rose from her seat again and moved for the door. "Come on. We've sat around here long enough, and I think I want to meet this lady friend of yours. You said her name was Ursula?"

"Yes, Ursula Blake." The conversation fell short as the pair moved out onto the street, Lilith lapsing into tense silence as she scanned the late afternoon pedestrian crowd for anything out of the ordinary. "Is everything all right?"

"Yes and no. Just keep walking and talking to me like everything's peachy," Lilith replied. "One thing I don't like about you human types is that you refuse to take a hint - " When this comment met with no response, Lilith turned to see if she'd offended the human and then swore sharply when she noticed that he was no longer there. A lucky glimpse showed a quartet on foot turning down a side street, two of its members leading a third by the arms and a fourth bringing up the rear in case of interference. Moving the rifle to a more accessible position, Lilith activated it and trotted off in pursuit.

* * *

"Let him go. He has nothing to do with this!"

The chase had ended only moments after it had started, the three strangers and their captive finding refuge in an unoccupied garage while they waited for their pursuer to arrive. Stunned as he was by the sudden turn of events, Elton Pope did not try to struggle or escape, thinking, _I've faced this kind of thing before. Why does this always happen to me?_

"You're right, he doesn't." The speaker for the group, an icy-mannered woman dressed in tactical gear similar to Lilith's own, smiled as she said this. "However, we knew that you'd respond if we captured him. We've told you this before, Curator – we mean no harm. We only want to learn from you and we'll do whatever it takes to make you agree, even if we have to put this young man's life on the line."

"But what's so special about me?" Lilith bit back a curse when she realized that Elton's eyes now fixed on her, a lifeline away from certain disaster. "I'm a glorified file clerk at most – the oh-so-mighty Torchwood Institute would learn nothing."

"A file clerk with a modified sonic rifle," the leader amended with a nod towards Lilith's weapon. "If we cannot find the Doctor, someone who has worked with him will substitute nicely. Now drop the gun and come along."

_I really have no choice in the matter, do I?_ "Forgive me," Lilith muttered, closing her eyes and lowering the rifle. She inhaled deeply, feeling the flow of time drag to a crawl around her, then shouldered her weapon once more –

Four precise hand movements – one to change the intensity, another to alter the diffusion pattern, then two shots – and Lilith exhaled, restoring time to its original speed. The two standing on either side of Elton collapsed lifelessly to the ground, each with a neat cylindrical cavity drilled between the eyes from an unseen projectile. The remaining woman bit down on her lip, unsure of how to react to the swift decimation of her team as the weapon responsible was next aimed at her.

"I said no, and unless I've missed something the meaning hasn't changed. Stay the hell away from me, and stay the hell away from the Doctor. Tell Miss Hartman that she's been warned." Maintaining her careful aim, Lilith beckoned for her charge to follow her. "Come on, Elton. I still want to meet Ursula."

Lilith became aware of a persistent chiming noise as she faded into her office upon return from Earth, the sound informing her of an urgent message that had arrived during her absence. Sighing, she moved to her computer and opened up the message folder. "What the – no way in hell! This just isn't my day, is it?"

* * *

**Interdimensional Oversight Commission**

**Official Memorandum**

**To: Lilith – Curator, Time Lord Office**

**CC: Personnel Dept; Office of the Curator-Prefect**

**RE: Pending Investigation, Status Report 446/5**

To Whom It May Concern -

An investigation has been launched into the chain of events following Status Report 446/5 (reference _Cybermen, John Lumic_), and until the matter is resolved Curator Lilith is to be placed on indefinite suspension from her duties as overseer of the Time Lord Office.

(signed)

Asterra Kelraz Sarien II  
_Exarch / Chief Executive Officer  
Interdimensional Oversight Commission_

_issued 0735 Howling/45/1/4996 Sarien_


	12. To Be Held Accountable

**12 - To Be Held Accountable**

"If at any time a Caseworker is found to be derelict in their duties either to their client(s) or to the Commission, they may be removed from office and placed under suspension while their conduct is investigated. This investigation shall last for a minimum of one week to allow all concerned parties to be interviewed. After a satisfactory conclusion is reached, judgment shall be passed at the Prefect level or, if the degree of error is deemed sufficiently egregious, a full hearing shall be convened with the Exarch or Exarch-designate presiding.

"If the matter is determined in favor of the Caseworker, then they may return to their duties without further incident. If they are shown to be at fault they may either be placed under remedial supervision or, in extreme cases, be stripped of their license and credentials and removed to the civilian sector. The latter action may not occur without consent of the Exarch."

-_Annex D, Article 7: Disciplinary Standards and Practices_  
Caseworker Operations Manual, Third Revised Edition

* * *

"I have access to every broadcast channel in every known universe, and there's still nothing on. It's almost like they expect us all to be at work or something like that." Lilith switched to a movie channel and fumbled around on the end table for her pack of cigarettes, cursing when her search yielded an empty box. "Damn Earthers and your drug habits," she grumbled, remembering that she'd left another pack in the kitchen and reluctantly prying herself from the sofa to retrieve them. "I'll be stuck with this stupid craving until that man decides to regenerate, and Elder knows how long that'll be." No sooner had she lit up than she heard the brisk buzz of the doorbell, and with a scowl and cross mutter she moved to answer it.

"Miss Lilith?" The young, painfully earnest voice caused Lilith's scowl to deepen as Marius crossed the threshold into her living room, balancing a briefcase and a brown paper sack. "I brought some lunch by if you want it – and good gods, what is that smell?"

"Just the byproduct of a little vice I picked up the last time I was on Earth." Lilith kicked the front door shut and relieved Marius of the paper sack so that he could get his bearings. "So what brings you to the leper's colony?" After putting the sack on her dining room table, she cleared more space on the sofa and indicated that he should sit, which he did with a baffled expression at his colleague. "You mean you don't know what a - " She rolled her eyes, sighed tiredly, and sat down next to him. "Never mind. It's just that you're the first person to actively seek me out since I got suspended. I don't even know exactly what it is I did, but now everyone's treating me like I've got a disease."

"Well..." Marius was silent for a moment, hesitating over how to phrase the problem tactfully. "You're in bigger trouble then you think, Lilith. There have been only ten cases within the past six thousand years where a Caseworker's been removed from office, with four considered for permanent removal and only two where it's actually happened." An uneasy pause, then, "You're making a strong case for number three."

Lilith's jaw dropped upon hearing this, the still-burning cigarette falling unattended into her lap where it sat for a few seconds before the sudden pain reminded Lilith to retrieve it. "What the hell, Marius! What did I do?"

"A picture's worth a thousand words." Marius fished the remote up from the depths of the sofa and pressed a lengthy string of buttons, nodding satisfaction when he got what he was looking for. "Look, Lilith – they're everywhere."

Diverted somewhat from her current predicament by this new information, Lilith stared at the screen and the images displayed – ordinary places, ordinary people, punctuated by strange distortions in vaguely humanoid shapes – and frowned at what she saw. "That's not right. They look like ghosts..." She blinked, then whirled and leveled a glare on Marius. "You mean I'm losing my job because of a bunch of _ghosts_? What in the name of the next Great Unholy Tangerine is this place coming to?"

Marius shook his head. "No, that's only a part of it. Remember that nice little experiment you conducted on that so-called sealed mirror world?"

"That's right. I helped revive one of my client's worst enemies – well, an alternate version of them, but still - " Lilith set her cigarette aside in an ashtray, lifted her hands to her forehead to massage the growing tension. "It was a controlled social experiment. Chronometrics certified it to be safe, so what's all this?"

"A rift between dimensions. Keep watching." Marius pressed another button, causing the footage to advance. "Is it starting to look familiar now?"

"No, it can't be!" Hot, bitter tears began to well in Lilith's eyes when she realized what was going on. "Cybermen..."

"_Chamber 12 now open for human upgrading. All reject stock will be incinerated."_ Then came the whine of the saws, the serrated agony as blades cut through scalp and cranium to get to the prize within – then the death of the body, the blessed icy numbness as the brain was fused into a new skeleton of steel –

"Lilith!" A gentle touch on her arm jolted her back to awareness, pulled her from the prison of memory, and when she opened her eyes again she realized that she was trembling with loosed grief and terror. "Lilith, what is it?"

"I really am a monster, aren't I? All of those people are going to be put through hell, and all because of me." She clenched her fists once to compose herself, then released the tension as she relaxed her fingers and got up from the sofa. "I'm sorry, Marius, but I've got to go."

"But you might get killed!"

"If I lose this job, I lose who I am. Better to be dead than a nobody." Lilith gave him one last pointed look, and when he followed the direction of her gaze he saw that she was looking not at his face but instead at the glisteningly new badge dangling from the lapel of his suit jacket. "Take care of the office, Curator. If no one here's going to fix this problem, then I may as well take a whack at it..."

"Wait - " Before Marius could finish his sentence, Lilith was gone. Heaving a sigh, Marius turned to switch off the screen and would have done so had a new image not caught his eye – a second variety of alien life lofting into the sky above Canary Wharf, tugging a strange metal pod into the air under it. "What have we got here?"

* * *

The metal men were everywhere that Lilith looked. They broke through any resistance offered by their human prey with emotionless ease, and even as they cut a swath of destruction across London Lilith hung a step behind, paralyzed into inaction by conflicting influences. _Caseworker training dictates detached observation and a strict policy of non-interference. Then again, I enabled this madness in the first place! I already have the blood of a million on my conscience - who am I to stand back and let this planet be eaten alive?_

Then the army fell still and turned away from their murderous errand, a clear voice overriding the white static buzz that had filled Lilith's mind since her arrival –_ Cyber Leader,_ said the voice of empathic memory, eliciting a sharp twitch from Lilith, _and it's ordering all available units back to Torchwood Tower. Something's going on back there, so why don't we go on and have a look?_

* * *

"Torchwood!"

Marius' triumphant cry as he threw the Earth Office door open with a bang caused a number of personnel to jump in startlement. Ignoring them, he paused for a moment to identify the correct desk, strode over to it and got the attention of its inhabitant by rapping his knuckles on the desktop. "Hello, can I get some assistance?"

This was met with an aggrieved sigh as the Earth staffer looked up from their interrupted work. "Don't be stupid. Can't you see we're in the middle of a crisis here? We've got a code 3.3H razing the planet to the ground and a Z-list right on its heels, so pardon me if I don't have the time to deal with a request that's probably irrelevant and can definitely wait."

The result of a quick glance at the screen reflected in the plastic panel of the Earth staffer's badge caused Marius to raise a dubious eyebrow and mutter, "Crisis, right... and you're playing Solitaire. Cool."

"Never said it was _my_ Earth that's having the crisis," came the defensive reply, withering to silence in the face of obvious uncaring. "All right, what do you want?"

"Access the Torchwood archives and tell me this," Marius began, pulling a spare chair up to the desk and sitting down. "First off, who opened up the rift? And secondly, did anything else come through the rift before our wonderful robot friends?"

* * *

A new noise, just barely audible over the tramp of metallic footsteps, caused Lilith to stop cold and look up to the skies above the tower at One Canada Square. Limited as it was by her current form, her vision could just barely make out two conical pod-shapes hovering in the air, one which she could not identify and the second which her mind refused to believe. "What the hell – a black Dalek? Daleks above and Cybermen below... what kind of degenerate came up with this? Even I'm not that perverse!" The first pod opened and began to rotate rapidly, disgorging the metallic invaders at a rate too fast for Lilith to track. "I couldn't fix this alone even if I was still a pure-blood. They'd better have some powerful technology up in that tower!"

She would have continued in her dash to Torchwood Tower had she not been intercepted by two strangers – easily confused for the dominant human species at first sight, save for the way they shimmered into view like a bad special effect. Before Lilith could escape, one had bound her wrists in a set of translucent cuffs and the second readied a hypodermic the contents of which she could only guess. "We're sorry, Miss Lilith, but we can't let you interfere. You know the rules." She then felt the warm sting of the needle in the side of her neck, the drug within rapidly taking effect and causing her body to slump. Silently screaming at this injustice, she fought to separate her core from the unresponsive flesh and found resistance there as well. Lilith had no means to fight back as the two strangers then transported her away from certain disaster.

* * *

"So, if I am to interpret your statements correctly, we are pinning the blame on the wrong person?" An affirmative noise from Marius. "Even though the machines currently ravaging the Earth were the result of her work in another dimension, you would suggest we reinstate her? Pray tell us why, Marius."

_Elder, give me courage._ Marius then forced himself to look the obsidian-skinned woman in the eye, earning gasps and mutters for this insubordination from the rest of the investigative board. "You sanctioned that experiment yourself, Lady Exarch, and the Arch-Prefect of Chronometrics" a pointed stare at the stone-faced man to the left of the Exarch "certified it safe after its conclusion. By all rights, this never should have happened!"

"Is this not why we are here in the first place? You belabor the obvious," the Exarch murmured, "and you try my patience. Come to your conclusion, Curator, or kindly remove yourself."

Marius gritted his teeth in annoyance but forced his voice to be calm and level. "If there is anyone to be censured, Lady, it should be the humans of Earth and their Caretakers. Someone in that office has been severely delinquent, seeing as they first failed to provide proper guidance in the handling of the remaining cyborg population and secondly allowed the humans of another dimension to agitate a dimensional breach. It's not as if Lilith invited either of the invasion forces to cross the breach and have a go at this version of Earth. And, lest you forget, her former client is down there right now doing his level best to set things right! That's more than we're willing to do, isn't it?"

A pause for breath, then, "To make this even worse, if such a thing were possible, you've removed the one person who would know how to help him in this situation and replaced her with a relative nobody who has no clue what to do about all of this. No one is completely innocent, Lady Exarch, and yes, mistakes have been made. That doesn't mean we have to keep making them."

All was silent for a moment. The Exarch shifted slightly in her seat, favoring Marius with an unreadable expression as she thought over his words. "You were given custody of the Time Lords after Lilith was removed – a challenging, prestigious assignment for one so young. After barely two days on the job, you admit your own incompetence and suggest we direct our favor elsewhere?" A quiet smile. "Perhaps a career in Legal would suit you better, Marius – or maybe you have another suggestion."

* * *

"One good explosion and I turn into a psychic fly-strip," Lilith grumbled, resisting the urge to rub at one of the electrodes attached to her scalp. "And would you please suggest to Chronometrics that they adjust the strength of their knockout drugs? I still can't feel my feet."

"Forgive them their overeagerness," replied Professor Avery, scowling at one of many screens as patterns began to form from information provided by the electrodes. "They weren't sure exactly what to give you or how much, and I must confess that my own records were less than helpful. Elder bless you, you beautiful mutant..."

"...I'll take that as a compliment, I guess. But would you at least try and remember that I'm your niece, not your lab rat?"

Avery made a face at Lilith and said, "That's the only reason I haven't strapped you down to that table and filleted you like a fish, darling. Normal families don't dissect each other." The scowl then returned, and Avery moved the readout so that Lilith could see it. "Mind telling me what that nice little patch of angst is?"

The reply was almost too low to hear as the recent pain washed anew over Lilith's mind. "Someone who's just lost a very dear friend. I didn't intend for it to happen, and if I'd gotten there in time I could have stopped it - "

Avery shook her head. "For heavens' sake, quit being such a martyr. He'll learn to deal with it and so will you."

* * *

"Killing off the Racnoss and draining the Thames all in one day! Your man never stops, does he?"

Lilith glanced up from her post-lunch reading – a new romance novel, courtesy of the Earth-Human Office – to see Marius standing by her table, grinning widely. "I'm surprised you have time to sit around and read with the mess he creates."

"He managed to disrupt a wedding reception while he was at it, too. It's all in the report." Lilith marked her place in the book with a paper napkin and set it aside. "It's never boring, Marius. I'm surprised you didn't want to keep the job."

"Like I told the investigative board, you're the right person for it, not me. Besides," he briefly unclipped his badge from the lapel of his coat and held it out for Lilith to see, "I've got my own little bit of excitement to work with now. You can keep your Doctor – I've got the Rift back on Earth to look after."

"The Rift?" Lilith made a face. "Best of luck with that. I'd bet a month's leave that you'll be running into those idiots from the Institute quite often... Since you don't have anything to shoot them with, I'd suggest painkillers. Lots of painkillers."

"Noted, Curator." Pause, then, "I was going to see if you wanted to go someplace for dinner later on, but you look like you've had a long day."

"Not as long as the folks back in the Earth Office, but yeah." Lilith picked up her book and rose from her seat, brushing past Marius on her way out of the cafeteria._After all he's done for you recently, aren't you forgetting something?_ her newly vocal conscience prodded, eliciting a silent grumble from its host. She stopped, turned, saw that he still stood by the table she'd just vacated almost as if waiting for something. "Hey, Marius!"

The younger Caseworker turned to face her, half-smiling expectantly as he replied. "Forgot something, Curator?"

"In a manner, yes." Throwing an air-kiss in Marius' direction, much to the amusement of nearby diners, Lilith added, "You're a lifesaver, Marius. Thank you." She then turned and left the cafeteria, leaving her colleague to wonder at what had just happened.

* * *

_Sometimes I think I belong in the water,_ mused Lilith idly as she sank further into the foam-capped depths of her bathtub. She rested her head against the pillow she'd bought just for nights such as this, nights when she was lucky enough not to be kept late at the office and had time to relax in a hot bath with candlelight and a solitary drink. If she were tired enough she might fall asleep, but for some reason the prospect didn't bother her as much tonight as it did any of the others. Her happy sigh caused some of the bubbles to take flight as she reached out for the glass of wine sitting on the low shelf next to the tub, then raised it in a toast to the ceiling. "Here's to getting the job back, though I'm not sure if it's a blessing or a curse." A deep sip, then, "Another toast, this one to chameleons, con men and mad geniuses!" Her lips stumbled on the last word and she shrugged, taking a second, longer pull on the glass. "Lastly, we drink to the ones left behind. Cheers, ladies and gents!"

Lilith raised the glass to her lips one last time and would have emptied its contents had there been something left inside. When she realized her error, she made a disappointed noise and set the glass back on its shelf. "How fitting," she mumbled, letting her eyes follow the flickering patterns the guttering candles cast on the walls of her bathroom. "Nothing left for the ones left behind, as always…"

The ever-changing lights blurred into a soft glow as Lilith's eyes drifted shut, her body lulled into sleep by the comforting warmth of the richly-scented bathwater. Silence reigned in the bathroom for about ten minutes afterward until the peace was broken by a brilliant golden flare and three simultaneous sounds: a sharp _crack_, a sudden splash, and a surprised exclamation. Then there were two in the tub – the alcoholically somnolent Lilith, uncovered save for a few scant wisps of bubble here and there, and a fully clothed man clutching a piece of embossed paper which he studied intently until he realized where he was.

"What the – hrm. Interesting," the man muttered, noticing the pair of long, lightly bronzed legs on either side of him with their attendant feet propped on either edge of the bathtub. Other notable details of the woman lay shrouded from view in soapy water, but from where he sat the man could just barely make out the lines of a tattoo curling halfway over the graceful arch of her chest. Another image wrapped sinuously around the muscles of her right arm and shoulder and ended just below the collarbone, giving the impression of a guardian beast perched in silent waiting. Fascinated by the artistry on bare flesh, the man fished a pair of glasses from a miraculously dry inner pocket and perched them on his nose to examine the images further. "A five-toed imperial dragon! Now that's something you don't see every day. What's the other…"

Something called at the edges of Lilith's sleep-fogged consciousness, an alarm to warn her that something wasn't right and that she'd best get awake and pay attention. Her eyes fluttered open tentatively at first, registering the presence of an unwelcome stranger in her personal space; then she remembered that she was lying naked in a pool of lukewarm water and her mind screeched to full alert. Something about this stranger seemed doggedly familiar, but that did not stop her from letting out an offended "Hey!" when she realized what he was staring at.

"Pardon me for asking, miss, but is that a mermaid on your chest?" the stranger inquired politely, belatedly realizing that the object of his observations had flushed a brilliant red and now pulled a hand back in order to splash him with water. "It's beautifully detailed, as is the dragon - "

Lilith now bolted up from the tub, grabbing a towel and hastily wrapping herself in it. "I'm going to get dressed now, and you had better be gone by the time I get done. Got it?"

"I can tell you that this was an honest accident, no harm intended. Just appreciating the scenery, that's all…" Though he had not at first recognized the occupant of the tub, the stranger's memory was refreshed by the sudden frost of icy blue eyes fixed on him in a lethal glare that lowered the room's temperature by almost ten degrees. "Oh my god! It's you – Lilith! Although I must say you've grown" _keep your eyes on the face, stupid,_ he reminded himself as he stared in disbelief "substantially, that is, since the last time we met…"

"I don't care if you are the last of your species and I am the one charged with keeping you alive," Lilith raged, reaching past her visitor to open the bathroom door. "You will get – out – _now!_"


	13. An Unfortunate Reality

**13 - An Unfortunate Reality**

"I've forgotten how much alcohol affects me," Lilith muttered, towel-drying her hair and attempting to figure out the events of the past ten minutes. "So maybe that was just a hallucination – but if it was, why the hell couldn't my brain have come up with something more... Technicolor? Something strange like purple elephants or talking trees would have made sense, at least, but the Doctor... god, I need to get out more." The process of taming her hair completed after a quick brushing, Lilith eased open the bedroom door and peered out into the living room. "Dammit!"

"I heard that, Miss Curator." A quiet chuckle. "Are you still in dishabille, or may I turn around?"

Lilith rolled her eyes. "Of course you can turn around. I hope you'll forgive my earlier upset – it's just that I'm not used to having people randomly show up in my bathtub."

"Trust me, that wasn't what I was planning on either." The Doctor turned from where he'd stood perusing the titles on the living room bookshelves to look at Lilith, who had to suppress a twitch when she saw his full profile. "Is something wrong? Let me guess, it's the face. People always double-take when they see the face... it's taken me some getting used to, but I don't think it's half bad."

_It's not like I haven't seen it before, but to see him in person – what about the vision? _Lilith shook her head as much in answer to the Doctor's question as to clear this thought from her mind. "No, that's not it." She blinked as she noticed something else amiss, grumbled, "You're soaking wet. Sorry about that."

A small smile in response to this. "No harm done; I'll just stand here and drip for a bit while we sort things out. Unless, of course, you happen to have a clothes dryer of some kind in this neat little place of yours...?"

"I do, but - " Lilith turned pink at the thought. "I don't have anything for you to wear while you wait. It's not like I have much company in the first place, most certainly not of the male kind." She stopped, thought for a moment, then grinned as she came up with a solution. "Well, there might be something."

* * *

Ten minutes later found Lilith trying not to giggle at the sight of her guest, wearing a long, fluffy white bathrobe in place of his usual neatly tailored suit which now dried with mechanical assistance in another part of the apartment. "I'm sorry, Doctor," she mumbled around her hand, "but it's the best I could do. I don't think anything else I've got would really fit…"

"No, this is quite all right. What you've got would probably be tight in all the wrong places, and that would be just disastrous." The Doctor struck a pose for the now openly-laughing Curator, turning first one way and then another so that she could see all angles. "So, you like the new look? Is it me or what?"

"Yeah, it's you. Definitely you, freckles and all." An idea occurred to Lilith, one that she could not resist. "And do you like the new me? I know you liked the tattoos."

A thoughtful expression as the examining eyes – now a warm brown – looked her over from cranium to sole. "The front is nice. I'm definitely liking the front – " a pause and now his expression turned to mock-affront " – but now this isn't fair! You're ginger, aren't you? And blatantly so. What a minx! I've always wanted to be ginger but could never quite get it." A sigh, then, "But I know what you're going to say, Miss Curator, and that is that life isn't fair. Turn around, let me see the back of you."

Twisting a lock of coppery hair around one finger, Lilith obligingly turned so that her back was subjected to the same scrutiny. "I would have you know, Doctor, that this backside is new and improved. Took me three weeks this time to get everything right."

"And you know what? Coming from anyone else, I would find that highly disturbing, but coming from you…" The offended demeanor was dropped for one of teasing admiration. "What can I say? It's a masterpiece. I dub thee Callipygia, the bum that launched a thousand ships! Now that really didn't sound right, did it?"

Lilith turned back around to give the Doctor a chastising look. "Coming from anyone else, I would find that highly disturbing. But what can I say?" She shook her head, chuckling. "I've got to nip down to the store for a bit to grab a few things for dinner, so make yourself at home. Then, if you like, you can leave once your things are dried."

During this last part of the conversation, the Doctor had returned his attention to the bookshelves, looking over the various volumes with renewed interest. The mention of food brought him back to present topics, though, and he looked at Lilith with apprehension. "Dinner – as in you cooking something? Since when do you cook, Miss Curator?"

"Ever since I found out that you couldn't." Lilith moved for the door and grabbed a pair of sandals, which she put on and then grabbed a small pocketbook from a table nearby. "So I learned, Doctor, because I knew you wouldn't. After all, I've had all the time in the world to figure it out." She reached for the doorknob but then turned to look back as another thought occurred to her. "You can stay if you're feeling brave. I promise I won't kill you."

"That's not very reassuring," the Doctor grumbled as the door latched shut on Lilith's heels. "So, make myself at home, is it? You might just regret that, Miss Curator. First, off to milady's bedchamber – the interesting things are almost always kept there!"

* * *

Lilith returned a short time later to find her apartment almost eerily silent. Putting her senses on alert, she placed her groceries in the kitchen and then stalked out to see if anything had gone wrong. She was startled to find her guest stretched out on the sofa at an angle that would have been impossible to see upon first entering, engrossed in the contents of a small, cloth-bound book. An alarmed squeak escaped her lips when she recognized the book and she made a furtive, ultimately fruitless dive to grab it from prying eyes. "Hey, that's my diary! You shouldn't be looking in there!"

"Who says I shouldn't? You said to make myself at home, and here I am, at home. Mighty interesting read, by the way." The Doctor turned a page, calmly oblivious to the fury building not two feet away from him. "It's kind of like looking into your head, isn't it? Watching the watcher and all that. It's funny just how often I've turned up in here – is this all of the stuff that doesn't make it into the reports?"

"Like I said, you shouldn't be looking in there!" Another snatch to retrieve the diary, just as successful as the first. "That's very private, you know."

"But like Pandora's box, it cannot be closed. Now give me some hush so I can finish this entry."

Lilith had little choice other than to retreat to the kitchen where she lit the stove and set a pot of water to boil. From time to time she could hear various reactions from the living room, most either thoughtful or mirthful. "Jerk," she muttered under her breath as she added salt to the water, then turned on the oven.

Then the silence returned, the silence that worried her. She stuck her head around the archway into the living area, casting what she hoped was a surreptitious glance at her guest to find out what was wrong. Instead of what she hoped for, Lilith found the opposite – a glare of petrifying fury that made something in her gut sink just to see it. "You've got some explaining to do, Lilith."

Gathering an aura of icy calm around her as insulation against the anger, Lilith returned to the living area where the Doctor stood, open book in hand. "That book is my private business, Doctor, I'll explain nothing – "

But the Doctor did not let her finish, instead glancing briefly down to one page for inspiration before glaring at her again. "Here I thought you were nobler than the rest, somehow above the common filth that I find out there, but you've proven me wrong. And if you've worked with me as long as you say you have, you should know that I hate being disappointed. How did you put it… 'Nineteen years old. What was he thinking when he took her on? Next thing I know he'll be dating single-celled organisms!' That was Rose you were talking about, weren't you?"

Lilith folded her arms across her chest, inwardly sighing. _I knew this was going to be a long night, but how!_ "I won't deny it."

This only stoked the fire already burning. "She meant worlds to me, Lilith, more than you'll ever know from being stuck behind that desk. There's only so much you can learn from watching!" Pause, then, "You know, I could forgive you that one. But here's the clincher, the one that really made my day!" He flipped through another thick section of pages and read once more: " 'Even I could never have imagined that what began as a simple psychological experiment would have such far-reaching effects. I lament the circumstances that brought Lumic's Cybermen to the Doctor's Earth; even so, I see their arrival and conflict with the Cult of Skaro as a touch of divine providence that cannot be ignored. I must look back through the archives to see what I can find on this unique group and, if possible, develop them as a future resource... but that's a task for another day. Even if I am permanently removed from office, I will continue my work without the sanction of my superiors as I believe it serves the greater good.' "

Another pause, this one for dramatic effect, as the Doctor turned almost to the end of the book and stabbed his finger down at another passage. " 'There are so many times that I could have stepped in, caused irreparable damage from being done. It wounds me each time I choose to act differently, or worse, not to act. I have to tell myself that each time I do this it is for his own good and perhaps for mine. Maybe someday I'll stop caring like this, but ultimately I know it's foolish to think that way.' " The Doctor snapped the book shut and threw it at Lilith, who caught it with a look of genuine shock and something that bordered on injury. "What – a load – of" Pause, then, "If you really cared like you say like you do, then why haven't you helped? You honestly expect me to believe that you let me lose people I cared about in hideous ways just so that I could grow as a person?"

Lilith unexpectedly found herself trembling with repressed emotion, fear and sadness and deep anger. "Yes, damnit, and that's my job – not only to protect you, but to help you mature. I know how lonely it is to lose everyone you love and to be left alone with no one that understands you. You don't believe me? Then take a look into my brain and find out for yourself!"

"And why in hell should I do that? You know I don't like rummaging around in people's heads!"

Forcing herself to be calm once more, Lilith set the diary down on the sofa and then sat down next to it. "It's my turn to call a Bullshit Check on Aisle Two, Doctor. Are you too afraid to risk the possibility that you're wrong? Wrap yourself up a little bit tighter in your comforting, self-righteous, egotistical anger a bit more, why don't you? You're the only victim here, right? You're the only person that's ever had anything horrible happen to them, aren't you?" She patted the empty space on the sofa, allowing herself a cool smile as she did so. "Well, in your words, have a sit. I'll let you look at anything, even back to the beginning of it all, if that's what it'll take to convince you."

The Doctor bit back a few choice words but found himself with little alternative other than to sit. Cradling her face in his hands, he looked into Lilith's even blue gaze and muttered, "You are a difficult woman, Miss Curator."

"But you love me anyway, right?" Then the first memory came into view, and Lilith realized that she was no longer alone.

* * *

**There's a lot in here. How old did you say you were again?**

**A little over a thousand of your years.** A sardonic snicker. **Shocking, isn't it? But you forget, time flows differently here than it does out in your part of the universe. **Lilith was unaware that her eyes had drifted closed, but when they opened again she realized that they had indeed gone back to the beginning, or relatively close to it. **I was a little over a hundred at this point. It's 'Bring Your Kid to Work' Day, and Dad was showing me the ropes.**

The office had changed little between its two occupants and thus was immediately recognizable as the door swung open, revealing a humanoid man in a sensible pinstriped suit who carried a giggling girl on his back. They appeared to be in their mid-forties and no older than six in respective ages, but it was not hard to tell that they were related from the easy way that he bore her on his shoulders, somehow managing to juggle a briefcase and a mug of coffee as well as his offspring. "This is where all the fun happens," he was saying as he made his way over to the desk and set his burdens down upon its surface, the little girl perching on the corner where she could watch him as he worked. "And maybe someday this place will be yours, but I don't see that happening for a very long time."

Turning her head this way and that, the girl took in her surroundings with gray-green eyes wide in awe. "Those books – are they all of the records? There are a lot."

A chuckle, then, "Yes, you might say that, but there are even more down in the Archives Department. I take the letters I get from your mom and write out reports of what happened, and then that gets made into a story in those books for everyone else to read." The man opened up one of the desk drawers and pulled out a clipboard, then removed a blank form and a pen from two more. "Here, why don't you practice a little? Never too early to get you started."

The girl giggled once more as she took the clipboard from her father and began to fill out the empty fields on the form while the older man woke up his computer terminal to check that day's messages. He sighed as he sorted through the usual parade of memos, revised regulations, and feedback until he came to one that made him smile when he saw who it was from._Dear Cameron,_ it read, _I hope things are still going well for you and Lilith. I miss both of you incredibly and wish I could come home to visit, but there are troubling developments afoot that I need to keep watch on. You'll find my preliminary reports attached, and I really do wish I had better news. Give Lilith a hug for me, and take care of yourself. Much love – Lyla._

Cameron glanced up from his reading to make sure that his daughter wasn't looking, then looked over the list of attachments. "Threat Report – Racial Index 2.B01-303/2DV3/2.1Z," he muttered, frowning, then involuntarily gasped when he realized what this meant. "Another addition to the Z List? This is never good."

The office faded from view without further comment from the holder of the memory or her guest, Lilith doing her best not to wince at this sudden reminder of what her family had once been. Fragments of images flickered by as memories were brought up, skimmed through, and tossed aside, and it was some time before her mind was still again.

This time it was an instructional setting featuring the girl of before, although now appearing to be in her late teens. She chewed the end of her pen as she half-listened to the professor speaking at the front of the lecture hall, only perking up when she caught the tail end of his sentence. "The last block of the index code for each race indicates their threat level, ranging from zero to three for the degree of severity and then with a second number appended to measure its level of imminent threat to other races. Lastly comes a letter to show the hostility rating, and these are fairly self-explanatory – P for pacifist, N for neutral, H for hostile, D for defensive meaning that they will generally not fight unless provoked, and Z for dangerous races with whom contact is banned. Further explanation of each race's ratings may be found in their respective case files."

_Z? Where have I heard that before? _Lilith stared down at her notebook until the answer came to mind. _That's right – Mom mentioned it in one of her letters to Dad a while back. 2.B01-303/2DV3/2.1Z – now if I remember right, that's a mechanically-supported fixed-form complex invertebrate of indeterminate gender, average mental development, military hive mind societal structure with variable communication and moderately advanced technology. They're listed as a mid-grade developing threat, but something is so bad about them that contact is banned! I wonder why…_

Then she was led back down the corridor of memories, mainly of a similar nature to the one just exited. **You train for a hundred years for your job? That's a lot of preparation - I should be impressed.**

**They want to be sure we know what we're doing before they release us to our internships,**Lilith explained as they paused in front of another door. **It's usually another fifty years before they consider us fully qualified. My case was somewhat different, though.**

The door, once opened, led back into the Curator's office. Memory-Lilith, radiant with excitement, barely waited for her father's answer before pelting in, pausing in front of the desk only to catch her breath. "Guess what, Dad? I passed my finals! They'll let me be a Caretaker just like you – isn't that wonderful? I can't wait!" Cameron's answer was hard to hear at first as his hands covered his face, elbows resting on the closed cover of one of the thick record books. "What? I didn't hear you."

He shifted his hands only long enough so that Lilith could see his eyes, red-rimmed with anxiety and grief, peering through the fingers. "They're all dead, Lilith. All except one. I honestly didn't think it would end this way, but" he covered his eyes again "I've failed. Elder forgive me…"

The office was filled momentarily with a bright flash of light that left Lilith's eyes watering as the Caretaker's spirit forcibly parted ways with his body, and then came a grisly rending sound as the protesting flesh tore apart with enough force to splatter the disbelieving girl in a chunky crimson mist.

Lilith staggered back in shock, mind refusing to process what her eyes were telling it to be true. She then turned and would have ran had a dozen or more staff from neighboring offices not rushed in, all stopping short when they saw the horrific scene before them. "He said they all died, and now he's gone too!" She looked frantically from one staring face to another. "Can't someone help – anyone?"

**No one was willing,** said Lilith after some time as the view turned to black. **They didn't want to risk breaking the rules, even though they were all too willing to let me step into a job that was technically beyond my skill.**

The next memory had no sight attached to it, just words:

"Normally we would remove your mother from the field and have her take his place, but that's not possible."

"Why not? Isn't she all right?"

A heavy silence, then, "I'm afraid not, Lilith. She was injured severely and managed to live only long enough to send off her final report."

"Then I'm the only one left?"

"That seems to be the case. Whatever happens, we're changing the status of your client's race in case the survivor should perish in the near future."

"You're declaring the Time Lords a dead race? They're not gone yet!"

"But they're close enough. Are you up to the task, or should we find someone else? I would understand if you wanted to leave, seeing as you've just suffered an incredible loss. We could put you in Personnel, or maybe Accounts…"

"No, Exarch, I'll do it. This title's been in my family for generations and there's no need to change it now." An unspoken addendum followed, thought in hollow resignation: _That way, if they finally do die away, they'll have someone who knows them and cares to see them off. It's the least I can do._

The intruding presence in her mind withdrew, leaving Lilith to shiver in momentary solitude as emotions she'd thought to be tightly sealed away bubbled to the surface once more. She bit her lip and tried to will the tears away, but they would not be commanded so easily and trickled down her cheeks in a hot wash. Then something startled her out of her daze – a brief, light kiss on her forehead – and she jerked her eyes open in puzzlement. "What the – what was that, Doctor?"

"It seems I owe you an apology, Miss Curator." The Doctor had since resumed a more normal position on the sofa, head tipped over the back as he searched the ceiling for words to use. "Doesn't mean I have to like everything you've done, and I most certainly don't, but I now understand a little bit of where you're coming from." A pause, a frown, a cautious sideglance. "Did your dad really, erm, blow up like that?"

Lilith made a disgusted noise. "Of course he did, you dimwit. Did you think I was just being cute? Took me weeks to get the stains out of my nice blouse."

"Then he's not really dead…?"

"To borrow a phrase, he's not dead, just resting. I'll mind his desk until he gets back, and then…" Lilith sighed. "Who knows what? The desk is all I've ever known. Figuring anything else out will be an adventure."

"I would imagine so." Silence fell and stayed for the next few minutes, even the normally talkative Doctor at a loss for words in this situation. The tension was finally broken by a quiet chime from the utility closet, signaling the end of a cycle for the dryer. "Ah. I think my clothes are done."

"That would be right." Lilith breathed a sigh of relief that the awkwardness had passed, all too ready to move on to a different subject. "I suppose I'd better get dinner started. Did you still want to stay?"

"Couldn't be any harm in it." The Doctor rose from the sofa and would have walked off had Lilith not noticed a stray scrap of material dangling from a pocket of the bathrobe he wore and, upon realizing what it was, moved with lightning-fast reflexes to reclaim it. "Something wrong, Miss Curator?"

"These." Lilith held up the minuscule bit of black cloth and lace to see if it prompted any explanation from her guest, who merely blinked as if unsure of what was being asked of him. "I didn't put them in that pocket. Perhaps you might care to explain?"

"Oh, those. Just a souvenir, really." The Doctor scratched behind an ear, doing his best to look innocent to a thoroughly unconvinced Lilith. "I think a line from an Earth movie said it best: You do not buy black lingerie unless you want someone else to see them." While Lilith sat petrified in shock, he reached over and delicately snatched the garment from her hand. "And since I see no one else in your life who might appreciate them as much as I might, I am appropriating them. Hope you don't mind."

A full minute had passed before Lilith completely realized what had happened. Squeezing her eyes shut in exasperation, she shook her head to clear it and grumbled, "If that was all you wanted, you could have asked. Men…" That said, she got up from the sofa and returned to the kitchen to finish her dinner preparations.

* * *

_Author's Note, 01 January 2008: Happy New Year! Here's to hoping everyone's holidays went well. I know the last few chapters have been kinda strange (which for this story is saying a lot), so I've attempted to lighten the mood just a little bit. As for the reference to callipygia, blame Peter Novobatsky's __Depraved and Insulting English__ - a worthwhile addition to any reference shelf that is not only an amusing read but a useful tool for learning to be both articulate and insulting._


	14. A Door Opens

**14 - A Door Opens**

Dinner began as a tense and quiet event, little heard other than the clink of tableware or mumbled courtesies. In spite of the care that she had put into the preparation of the food, Lilith barely tasted it as she chewed and prayed that her facial expressions did not give away her unease.

"I would ask you for the recipe, Miss Curator, but we both know how much good that would do me." Even this polite entrée into conversation nearly slipped past Lilith's focus and would have passed completely unnoticed had Lilith not suddenly come to the realization that she was being stared at. "Something bothering you?"

Lilith took a deep drink from her water glass to avoid answering for a few more seconds. "It's just weird, I guess," she said after a moment. "It's not every day that someone comes and rummages through my underwear drawer, both in the physical plane and in the mental plane. I'm just a bit unsettled after seeing memories that I've done my best to forget."

"Memories are sometimes all we have to remind us of who we are, Miss Curator," remarked the Doctor, maintaining his direct gaze even as Lilith blushed and glanced away. "Even if you'd rather not see them. They show you where you've been, and," he paused, shrugged, continued, "sometimes can be used to shame someone into realizing what an ass they are sometimes. Feel better now?"

"Not really," Lilith muttered, finding it difficult to look at him directly and instead looking anywhere but, her nervous eyes finally settling on her hands where they lay on the table. "It's bittersweet, isn't it? All of the marvels of the universe at your doorstep and no one to share it with. You think you're so close at times, but then it all gets snatched away from you – and then when it comes down to facts, you realize that you've got no one but yourself to blame." She rose from her seat and began to gather the empty dishes from the table, waving off offers of help more from a desire to keep her guest at a distance than for any other reason. "And before you give me that kicked-puppy look we both know so well, I'm not talking about you." She then walked into the kitchen with her arms full of used tableware, trying to forestall any further exploration of this topic before it veered into even more dangerous territory.

She'd barely finished loading the dishes into the washer and turned to the sink when she saw that her path was obstructed, the Doctor having followed her into the kitchen and turning his attention to the disarray still left from dinner preparations. "If there's one thing I am good at, it's cleaning up a mess," he mused, stopping up one side of the sink and opening the tap to fill the basin with hot water. "So, Miss Curator, who were you talking about then?"

Startled as she was by the emergence of this as-of-yet-unseen domestic side of her client, Lilith blinked. "Say again?"

"Who were you referring to when you said that you've got no one else to blame?" A judicious squeeze of the soap dispenser, and the waters began to foam with suds. "If not me, then who?"

"Oh." Lilith set about storing the leftovers of the meal, surprised that he'd been paying attention to her earlier musings. "I was talking about me, that's who. I thought it was obvious." The only reply to this was the vigorous scraping of steel wool on a pan, and she muttered, "You know, the evil, devious, manipulative bitch who sees it as her personal mission to make your life difficult?"

"All earlier protests aside, it is your job," the Doctor retorted, rinsing the pan in the empty side of the sink and putting it on the counter to be dried later. "I thought we agreed on that."

The Curator retrieved a towel from a hook by the sink and set to work drying the freshly cleaned pan. "So, no hard feelings then?"

This merited a sharp look from the Doctor and an equally pointed response. "Plenty of hard feelings, Miss Curator, but none that I'll act on. Just because it's your job doesn't mean I have to like it, only that I'll put up with it and leave you room to work."

Lilith winced but nodded in agreement. "Understood." A sigh, then, "Some of those comments _were_ a bit catty. I'm sorry you had to read them."

"Once I figured out that they were coming from a jealous, deskbound office monkey who only wants me for my body, they didn't seem so bad." There was a loud clatter and a muffled curse as Lilith, flustered by this seemingly innocent remark, dropped the pan on the floor. Her face flushed brilliant red as she fumbled to reclaim it, painfully aware of the small smile given her actions as she gave it one last swipe with the towel. "I daresay I've hit a nerve…"

Not trusting her brain to compose a coherent sentence, Lilith nodded and quickly put the pan back in its cabinet before she could do any further damage. She was about to reach for a large knife when a chastising _ahem_ warned her to choose otherwise, and with a defeated sigh she tossed the towel to her guest and leaned up against the counter. "I guess it's not a wise idea for me to be handling sharp objects, is it?" she grumbled, giving him a sour look.

"Not with the way your reflexes are at the moment, no." The Doctor paused, sniffed the air, and looked at Lilith askance. "You've been drinking."

Lilith blinked, cupped a hand over her mouth and exhaled to try and catch the same telltale scent. "You can still smell it? It was only a glass of wine, and that was in the tub before you dropped in."

"Just a wild guess." Having dried the last of the dishes, the Doctor hung the towel up and gently steered Lilith out of the kitchen with a hand on her shoulder. "Even though your physiology's changed, I still remember enough about you to know that you react unfavorably to alcohol. Why've you been drinking, Miss Curator? And especially by yourself – that's no fun at all. Shame on you."

_I don't feel drunk,_ Lilith thought, running through potential courses of action in the back of her mind even as she registered that her shoulder was tingling even from the light contact. _Then again, if he thinks I am, I can blame anything that happens on my nasty little drinking 'habit'._ Whirling around to face him, Lilith glared up at the Doctor. "You want to know why I drink? You want me to be completely honest?"

"Completely honest? That seems to be the spirit of the evening, now doesn't it? I start out by seeing you in the buff, then read your diary and get to rummage in your head for a bit. A thousand years old! Why, you're older than me - "

"Call it a weakness," Lilith muttered, reaching up and grabbing the Doctor by the collar so that she could kiss him forcefully on the lips. _Alcohol one, Lilith zero,_ she thought, then felt an electric flash of memory that caused her to stagger back with a gasp. "God, I need a drink."

"Me too," the Doctor echoed, blinking and raising a hand to his mouth. "Wait! We've had this conversation before, haven't we? Except it was the other way around, me needing a drink and you agreeing – which sounds lovely, by the way - "

"I'll get right on it." Face once again flaring red, Lilith spun and dashed into the kitchen. _This is how it all starts, doesn't it? Drunk on wine and memory shock… _She grimaced at the thought as she opened up a cabinet and reached for the first bottle that came to mind. Her fingers came away thick with dust, eliciting a grimace as she pulled the bottle out to see what it was and how long it had been in her keeping. Lilith blinked when she saw the label – a now-chillingly familiar mark of infinity, surrounded by seven stars – and looked around to see if she was alone. On an impulse she reached back into the cabinet and found a note underneath where the bottle had been, scribbled in a shaky old man's hand on a sticky note that had been stolen from her own desk. "May as well make it good," she read aloud, staring in shock when she realized the intent of the message. "Right'o. If this has the Elder's blessing, then who am I to complain?"

* * *

"I thought you were supposed to fall asleep afterwards," Lilith muttered. "At least, that's the way it happens in all the books…"

"Which are, in case you haven't figured it out, quite limited in their perspective. That's one problem I've found with humans. They're remarkably short-sighted and don't realize that the life they're living is merely a re-hash of someone else's drama, with the faces, names, and places changed to protect the guilty." Hearing a stifled giggle in response to this, the Doctor gave Lilith a chastising look. "Aw, come on. You've been around for a thousand years, you should know all of this by now."

This only brought another giggle, then, "I'm afraid I've been rather short-sighted myself. I've only been watching one person…"

"I'd be somewhat scared by that if you weren't so cute when you say it." He grinned, then blinked as another thought occurred to him. "A thousand years, and no one else in your life than me?"

"No one else has been worth my time." Lilith yawned, stretched, and shifted her head to rest on his chest so that she could hear the pulsing of the twin hearts within. "That's what they like about you, all of those companions of yours. You give them time outside of their own to see things they never would have, but it's a devil's gift." The heartbeats increased in pace, an audible sign of their host's agitation. "You always leave before things can go sour, or before they die, or before you change so you don't risk their disappointment."

"And you've never been willing to take the risk in the first place," was the crisp reply along with a glare up at the ceiling. "All of those rules waiting to be broken, and I'll bet you never even bothered to ask why half of them exist. Who cares if you leave your desk every once in a while if it's work-related like this is? And god forbid you have a little bit of fun, like tonight! Is your race that prudish that a fling every now and then is a complete taboo?"

"Well, there are consequences…" Lilith could feel her own pulses racing as her brain returned to common sense with an almost audible thud. "But they aren't bad, and it's only if you get caught."

Both occupants of the bed had been so involved in their conversation that they hadn't noticed the faint footfalls in the apartment beyond or the tentative summons of the visitor. They also hadn't heard the footsteps crossing through the living room and pausing just beyond the bedroom door or the affronted noise made by the newcomer. Neither was prepared for the door to be slammed open, casting a menacing rectangle of brilliant light over the bed along with an equally menacing shadow, followed by a flash-quick assessment of the situation and lowly growled words: "Consider yourselves caught."

Lilith sat upright in shock, hastily wrapping herself with the bedsheet to block the chill she felt upon hearing this voice. "Dad? I didn't think you'd be back so soon..."

"And from the looks of it, perhaps I should have stayed gone a little while longer," the man remarked dryly, looking over the scene with a raised eyebrow. "Are you two quite finished?"

"I am." Likewise making sure that he was covered enough for modesty's sake, the Doctor sat up to see who this newest visitor was. "I'm the Doctor, by the way – and you are...?"

"My name is Cameron, and I'm Lilith's father. I should have guessed it was you." The older Sidra paused for a moment to gather his thoughts, then nodded decisively. "Once you have composed yourself, Doctor, I shall be waiting in the living room. There are things that I must discuss with you." He then fixed Lilith in a gaze that brooked no argument, and one could see the family resemblance in that instant as he said, "And as for you, young lady, go back to the office and start retrieving the correct forms. If you don't know which ones, ask for help, as I am sure I will be busy here for some time."

* * *

"Whatever he has in mind to discuss – and I have a pretty good idea – it can't be good," Lilith grumbled, settling in behind her desk and powering up the computer to begin work. Tucking a strand of shower-slick hair behind one ear, she entered her password and waited for the system to fully wake while thinking over what could possibly be occurring back in her apartment. Now more than ever she noticed the chatter of emotional feedback in the back corner of her mind, intrigue and apprehension threaded through with a vein of amusement at the absurdity of the whole situation, and she realized that if she focused hard enough, she could hear the conversation between the two men as it happened. "Guess this mental connection has its benefits at times, huh?"

* * *

"First off, I'd like to apologize for the state of affairs upon your arrival. If I were you walking in on what you walked in on, I'd be fit to be tied. Your only little girl in bed with a strange man, the same man who coincidentally happened to be responsible for the destruction of his own race and the sudden – er, explosion of your own esteemed self – "

Cameron waved a hand in a swift cutting motion, feeling a nervous twitch beginning to develop somewhere near his left eye. "Make myself a brand new body and here you've already broken it," he growled, the comment all too audible in the silence that followed his gesture. "Next time you regenerate, is there any chance you could be a bit less chatty?"

A thoughtful head-scratch as this possibility was considered, then a quick, "No, no chance. I'm sorry, am I going too fast for you?"

"Yes," said Cameron, rubbing the side of his head and looking at the Doctor askance. "First thing, don't apologize. What's happened can't be reversed, and we'll address the ramifications in a moment. The question on my mind is this – I don't sense your ship anywhere nearby. How did you get here?"

"Oh, right!" A moment's brisk search of a multitude of pockets produced the rectangle of embossed card stock, which the Doctor handed over to Cameron for the other man to examine. "I was going through my jacket earlier on, looking for a pen or something like that, and I found it. I looked over it for a bit, trying to figure out how it had gotten into my jacket, and all of a sudden – _bang!_ There I was in the bathtub, looking at her, erm, mermaid." Cameron's eyes narrowed upon hearing this and the Doctor scrambled for words to salvage the situation. "It's a tattoo sort of thing that she's got on her... chest. Sort of. Not that I was looking at that, don't get me wrong..." A pained wince. "I'm really not helping things out, am I."

"No, you aren't." Cameron turned the card over in his fingers for a minute, lost in thought as he considered the design on the paper: the official seal and motto of the Interdimensional Oversight Commission, and Lilith's name and title next to it. "Oversight has a dual meaning, Doctor – a supervisory role, and the act of turning a blind eye to a fault that should have been corrected. I am afraid that in my past rush to accomplish the first, I have used and abused the second." He returned the card, then sat back in his seat with a tired sigh. "I am over ten thousand years old by your reckoning, and it is a shame that I am only now learning to correct my own errors. Were I younger and kinder, I might forgive this indiscretion, but..." Seeing the Doctor open his mouth to reply, Cameron held his hand up once more for silence. "I have forgiven much in my lifetime, Doctor. I've already lost my wife to you, and I won't have my daughter destroyed as well. Procedures must be followed."

A tense silence, then, "What do you mean by _procedures_? That sounds awfully ominous..."

Cameron shook his head. "No, nothing ominous, merely a matter of bookkeeping. We are not so repressed of a race as to completely frown upon what has obviously transpired, but we believe such an act shows evidence of a deeper connection that must be ratified on paper and preserved as any of our other records." This statement met with a baffled silence and several rapid eye-blinks from Cameron's audience, and the Caseworker sighed. "If I must stoop to such simple terms, it is a marriage contract."

"_What?"_

* * *

The strength of emotion packed into this single word almost knocked Lilith from her chair. As is, she had to rub her forehead until the feedback stopped and then had to scramble to get focused on the conversation at hand. _He is going to kill me. Or if not that, at least not want to talk to me for at least the next thousand years. Why do these things always happen to me?_

"You have got to be kidding me!"

Cameron favored the Doctor with the same dark glare of before, the expression of thousands of years of irritation and contempt barely held in check for the sake of politeness. "You would question a policy that's been in place since before your people first looked at the stars? I would think not."

"Well, no... it's just that I've had to go through this sort of thing before and..." Another blink as the Doctor became aware of an alien presence in his mind, and he sighed. "One moment."

**Oh, it's you. **The mental equivalent of an aggrieved sigh, then, **Weren't you ever taught that it's rude to eavesdrop, Miss Curator? Don't you worry, we'll have a nice little talk as soon as your dad's done here. **Then, before Lilith could stop it from happening, the connection went cold and silent. Shaking her head, she went back to the monumental task of retrieving each document required for the outlined procedure.

"There we go. It seems your daughter has a little bit of trouble with keeping out of other people's minds when privacy is required." Pause, then, "Well, looks like there's no way out of this one, is there? I honestly didn't want something like this to happen..."

Cameron shook his head. "No, there isn't, and you're not the only one who didn't want this." He sighed, forced a thin smile, then added, "Come on, there are far worse ways to be involved with the Sidra. At least we aren't trying to kill you – yet." When even this pale attempt at humor failed, he muttered, "Please tell me you at least took her out to dinner first."


	15. Millicent

_A short dialogue-filled fluff-ly chapter, just to get it out of my system. I promise there'll be something more substantial after this..._

**15: **"_Millicent"_

"So that's all there is to this – just reams and reams of forms and waivers?" The Doctor put his pen aside and removed his glasses for a moment to rub at his eyes. Lilith mumbled confirmation, and the Doctor gained some small amount of satisfaction in noting that she looked as exasperated and overwhelmed by this project as he felt. "No ceremonies or anything like that?" A small head-shake. "You people know how to take the joy out of everything, don't you."

"You're only just noticing this now?" Lilith pushed her chair away from the table, leaning her head back to stare up at the ceiling as a relief from the monotony of regulations and signature blocks. "Much as I love my dad, I wish he weren't so pigheaded. It would cause a lot less trouble for everyone, wouldn't you say?"

"He just wants to protect you, that's all. Maybe he feels a little bit guilty about the whole blowing-up thing." The Doctor's gaze next fell on a small wall-clock near the door to the kitchen, and he had to look twice to make sure he was reading it right. "We've been going at this for nearly a day, you know."

Lilith yawned. "What about it? We're almost done."

"You look exhausted and I've heard your stomach grumble at least three times. Don't you think a break is in order?" Lilith's ongoing silence was met with an eye roll, then, "Silence indicates assent, Miss Curator." This at least merited a sudden sharp stare from Lilith which got a wide grin in response. "I knew you'd remember that. Tell you what – I'm going to head out and get us both a bite to eat, and in the meantime, why don't you step away from all of this? Lie down, take a nap or something. I'll be right back." The stare turned into an uncertain frown as Lilith pondered the truth behind this last statement. "I promise."

* * *

_When I told Elton Pope that real life is stranger than fiction, I had no clue that sooner or later I'd be eating my own words. Not even a cheesy soap opera on mind-altering drugs could come close to the way my life's turned out over the past two days. I thought I'd lost my dad for good and that I'd wind up spending the next few thousand years minding his office by my lonesome before falling for the first decent guy that came along. Now, thanks to my own lack of restraint and a bit of intervention from the Elder – how improbable is that? - I was caught in flagrante with my client. My dad was the one that did the catching, and now he's insisted that the poor man and I be stuck together in Sidra bonds of matrimony and paperwork._

_I know the Doctor isn't happy about this, and could you blame him? At the same time, though, that doesn't stop some small part of me from being perversely pleased at the way things have turned out. That doesn't matter, though. Being tethered down kills him slowly, so I really have no choice other than to go through the motions, fill out the papers, and then let him go. _

_Where does that leave me, then? I don't know. I'll figure it out, though. I always do..._

Lilith had fallen asleep before she could finish this entry, and the journal lay open on the floor by her hand where her arm draped over the edge of the sofa. The Doctor saw this when he returned bearing the promised foodstuffs and paused for a moment, tempted by the spidery scrawls on the paper and the knowledge that they'd provided before. _And look where that's gotten you,_ he silently grumbled, stooping to close the journal and nudge it under the sofa where he would not be further inspired to trouble by the sight of it. On another impulse he retrieved a blanket from where it had been tossed over the back of the sofa and draped it over the dozing Curator so that she could sleep comfortably, then returned to the table to fill out the last of the forms while he waited for her to awake on her own.

A pleased smile crossed Lilith's face as she slept, unconsciously tugging the blanket closer around her as her dream came to a close. The smile faded as reality drew nearer once more, though, and Lilith dreaded the moment when she would have to open her eyes and see that she'd been left alone once more. She was then surprised when a warm, comforting scent reached her nose – meat, vegetables and spices – and hesitantly sat up to see where it came from.

The smile returned, albeit puzzled this time around, to see the Doctor seated once more at the dining room table – the very picture of relaxed study as he thumbed through a thick packet of papers, scooping morsels of rice and toppings out of a paper carton with a pair of cheap wooden chopsticks to munch on as he read. "Is that chicken fried rice?" Lilith asked incredulously, then sniffed the air once more. "And hot and sour soup! Is it the real thing, or did you go to one of the places around here? They're kind of hit-and-miss when it comes to off-world food."

"The genuine article... well, New Chinese from New Earth. Your dad told me you might like it – he's really not so bad of a guy now that he's back in his element." An amused pause, then, "Sleep well, Miss Curator?"

"Surprisingly so, considering I normally don't pass out on the couch like this." Lilith stretched, rubbed at a knot in her neck, and then got up from the sofa to resume her work at the table. The lure of the food soon proved too much to resist, though, and she soon pushed her papers aside to make room for her own portion of takeout. "One of the nicer things I picked up on Earth was a taste for this stuff, chemicals and all. Why is it that everything bad for you feels so good?"

"If you came up with an answer for that, then you'd have answered one of the basic mysteries of the universe." Having emptied the carton of its contents, the Doctor now reached for a clear plastic packet and opened it, taking the crescent-shaped cookie out and breaking it in two to get to the paper inside. "Of course, there are any number of silly traditions associated with fortune cookies, including the 'in bed' game. Funny how adding just two words can change the drift of any well-intentioned cliché..."

Catching the implicit meaning of this statement, Lilith made a face. "Humans and their humor – one thing I swear I'll never get. Almost anything can be turned into an innuendo for them."

"But you have to admit that you're curious," the Doctor mumbled around a mouthful of cookie and peered down at the message. "How's this one? 'Ideas are like children; there are none so wonderful as your own' - "

Lilith shuddered and waved a hand to forestall the completion of this sentence. "May you never test that theory." She caught the remaining unopened cookie packet as it was tossed in her direction, and with a grudging grumble she extracted the message strip from inside the cookie. Her disgust soon turned to a pleased smirk when she read the words printed on the paper: "You will be wise not to expect much from others."

"Oi! That's not nice at all..."

"You brought it upon yourself," Lilith replied reasonably, grabbing one of the completed forms from the other side of the table and checking it over for errors. "Especially from a man with a name like John Smith. All of the exotic names in the universe, and you just had to choose John Smith! How pedestrian is that... and I hope to god it's not your real name."

"Nope."

A sigh of relief, then, "All right, what's your real name?"

Pause, small smile. "Millicent. Millicent Bystander."

Lilith let out a squeak of dismay. "You're kidding me, right?"

"Yep. John Smith it is, because 'The' doesn't quite work as a first. Why, is something wrong with that?"

A disdainful finger flick sent the paper skidding back across the table. "Just that I'll have to change my pseudonym, that's all. Lillian Smith – how much more white-collar can you get? Positively suburbanite!" Another shudder. "Bake sales, carpool lanes, laundry on the clothesline..."

"Oh, but you'd look so cute as a housewife! I can just see you in the little apron - "

A foul glare. "Shut it."

Seizing on this chance to tease Lilith, the Doctor did anything but. "Waiting for your honey to get home, dinner on the table - "

Lilith rose from her chair, clenched fists resting on the tabletop as she leaned forward menacingly. "If you value your procreative ability one bit, mister, you will cease and desist immediately."

"You see, threats like that normally don't faze me, and this one... most definitely not." Signing one more sheet with a flourish, the Doctor then set it aside and looked up at the reddening Curator over the top of his glasses. "If your visions of the future are as right as you say they are, you'll do no such thing. Besides, we both know you think I'm cute... hell, you think I'm a sexy beast."

"Right." Lilith retrieved the latest paper to land in the 'finished' pile and glanced over it, frowning. "Well, you tell your sexy self to go back and initial next to each paragraph on this page to show that you actually read it and understand. I'm going to take the trash out."

"Joy-killer..."

Lilith chuckled to herself as she gathered up the empty cartons and wrappers and took them out to the kitchen to be disposed of. "All in a day's work, dear."


	16. In the Field

**16 - In the Field**

"I see they're letting anyone become a Field Agent these days."

The voice, sharply sweet with a hint of snark, broke Lilith from her trance and abruptly returned her to reality. She silently grumbled a curse at her own inattentiveness in not noticing the approach of one of her own kind – _but then again, I was casting a telepathic net across London that was keyed for one very specific fish. It's not like I'm not allowed to sit on this bench, so what's her problem?_ She sighed, squeezed her eyes shut a little tighter, and renewed her focus. _He's got to show up sooner or later. Where the hell is he?_

Noting that her first comment had failed to get a reaction, Yvenda tried once more. "So I take it domestic life didn't suit you, Lilith? Where's the - "

This at least elicited the irritation that Yvenda was looking for. She soon found herself fixed in a livid, ice-blue glare that chilled her as much as it amused her, its owner hissing, "Is your life really that boring that you have to look to mine for kicks? For the last time, it was just a misunderstanding."

"Personnel would beg to differ with you," the Earth-Human agent retorted, smirking. "I'm sure you've heard it a thousand times before, but congratulations. I certainly hope you're happy." She paused, looked her colleague over from head to toe. "I still can't believe you carry that – that weapon around with you and that Chronometrics hasn't said anything. You stick out like a sore thumb with the way you're dressed... why don't you just go the extra mile and paint 'Alien' in big red letters on your forehead?"

"One thing I do love about your Humans is that they'll believe anything. They either think I'm in fancy dress or that I'm shooting some kind of strange budget science-fiction film." To ease her irritation Lilith had removed a cigarette from a crumpled pack inside her jacket and now lit it, wafting the smoke in Yvenda's direction in the hope that the offensive odor would drive her away. Yvenda merely coughed but did not seem to take the hint, only growing slightly alarmed when Lilith clicked the lighter once more and held the flame out to Yvenda's coat sleeve. "A word to the wise, dear – if you really want to succeed at this Field Agent thing, cut out the polyester."

Yvenda let out a startled yelp as her garment began to smolder and with a contented sigh Lilith extinguished and pocketed the lighter, exhaling a puff of smoke in benediction as the Human agent stalked away in anger. A tentative renewal of the telepathic scan revealed nothing and, scowling, Lilith made a note of it. To any of the passersby, she appeared to be nothing more than an ordinary – albeit strangely dressed, Yvenda had been correct on that point – young woman scribbling a message to herself on the latest personal data assistant/phone/miracle gadget, and as such they left her alone while they went about their business. _Lilith's Practical Life Lessons, no. 451,_ the message read. _Dealing with Annoying Coworkers: If sarcasm doesn't work, try lighting their sleeve on fire._

* * *

"Cute," Cameron muttered as he read the latest field report to come across his desk. He turned his microphone on so that his words would be captured and sent back to the originator of the message, then continued. "I only care about the facts, Lilith. Keep the puns and asides to yourself and try to stay focused, shall we?"

The reply to this was a few minutes in coming and Cameron could almost hear the tense and completely false politeness in its two short phrases. _One cannot rush genius, Father. Perhaps you'd rather be doing this?_

"Girl's got a point," he mused, then realized that the microphone was still on. Lilith mercifully chose not to respond to this and Cameron hastily shut the system off so that he could go back to reorganizing the office in peace. "It all seemed like the ideal solution," he said, squaring his shoulders as he faced the one part of the settling-in process that he'd put off thus far. "Having two Curators for one person seemed redundant, so why not make the younger and least-experienced of the two into a Field Agent to fill the gap in the personnel roster? After all, she got on swimmingly enough with the fellow to do – whatever – with him, so wouldn't sending her off on his trail seem like the logical thing to do? Now all I'm getting from her are complaints and nonsense." Cameron placed his hand on the doorknob, slowly twisting it to unlatch the closet door. He cautiously opened it, peering into the gloom and wondering just what he would find.

Illumination provided by a single bank of overhead lights cast a pale wash over what appeared to be an ordinary storage closet. Stacks of cardboard crates bore mundane labels that were completely truthful as to the contents stored within, and Cameron sighed. "Nothing but old records, forms, and office supplies! Nothing wrong – not like she's keeping a preserved two-headed calf in here or anything bizarre like that." He was about ready to turn away and leave when a low electronic hum reached his ears, close enough to that made by the light fixture to fool anyone not paying attention. Following his senses, Cameron picked his way through the maze to find the source of the noise.

His ears led him to a cloth-draped box tucked in a back corner, and with great trepidation he whisked the cloth aside to reveal what looked like a chest freezer. "What in heavens," Cameron muttered, noticing that there was no lock on the freezer and pondering briefly what could be found inside. His curiosity finally overpowered his misgivings, and with a grunt of effort the Curator pried the lid open and gazed down through the fog of escaping condensation. "_Lilith!"_

* * *

Lilith smiled as she felt the sudden flare of disbelief and disgust that could only have come from her father. "Looks like he's found the body," she said, attracting brief alarmed glances from at least two pedestrians who just as quickly looked away for fear of getting noticed. "Is it wrong of me to keep a spare?"

She returned her focus to another part of her mind's work, trying to get a fix on the other's proximity as she'd been doing with little success for the past two hours. _If I press too hard, he'll know that I'm trying to find him and he'll shut me down, _she thought, _but I've still got to try. Ah, there we are... getting closer... he's in the area, but where?_

Then the connection was abruptly closed, Lilith cursing to herself when she realized that she'd overstepped her bounds. Instead of the cold sting of empathic separation, though, she noticed a new sensation that made her swear once more. "Elevator music! Talk about getting a song stuck in your head. Bastard!" She shook her head back and forth to clear it, brought up the final images that she'd received before the connection had been severed. "So Mr. Smith caught himself a stomach bug and checked into hospital, hm? Guess I should do the nice thing and pay a visit, maybe bring some flowers or whatnot..."

* * *

"He checked in just an hour ago, complaining of severe stomach pain. We'll run some tests on him shortly but we believe it's nothing major."

A concerned noise, then, "It's the stress, I tell you! John's been under this tremendous load at work and I've told him to lay off for a bit because I'm worried about his health, but does he listen to little me? No. And look where it's gotten him, laid up in hospital with all kinds of strange people poking him and asking him questions..."

The orderly chuckled upon hearing this, replying with, "Well, once we get things figured out we'll turn him back over to you. Maybe this'll change his mind."

"Oh, I do hope so!" The woman's voice made the Doctor shudder as he recognized it, the reaction deepening when he realized what role she'd played to get into the hospital. The duo of orderly and visitor then stopped at the foot of his bed, and for a moment he debated on how to react to the woman's unwarranted and unwanted appearance. _I could just say I have no clue who she is, or..._ The woman's veneer of tearful distress broke for the briefest fraction of a second to reveal a glare that he knew all too well, as if she were tracking his train of thought and disapproved of it mightily. _Or I'll humor her and play along just this once. Only this once, though..._

"John, darling!" She swooped in for a quick embrace, during which the Doctor noted a workaday perfume of static cling sheets and carpet deodorizer and gave her grudging approval for this small touch. "I was folding up the wash when I got a call from your office saying you had to leave early because you weren't feeling so well, so I came right over. Would've brought you some flowers or something but they were fresh out of roses at the shop. What happened, love? Are you all right?"

"I will be once they figure out what's wrong." A quick kiss on the cheek, then, "Nothing to worry yourself about, Lilli. You tell me I work too hard, and then look at you! Dashing off at the slightest alarm..."

Lilith gave him a muted version of the earlier glare, adding, "You're in the bloody hospital, John. Don't tell me not to worry." She turned to the orderly. "Give us a minute?" Knowing the warning signs of a marital snit, the orderly nodded and moved off. "Seriously, though, what is all this?"

A pained sigh. "Just the usual, you know – see something weird, check it out, stuff like that. You don't need to be here."

Lilith rolled her eyes. "And so you get yourself checked in as a patient? How long do you think you can put off them looking at you, because you know when they do they'll figure out that something's very, very wrong. Not exactly the smartest thing you've ever done, _John._"

"And I tell you that there's nothing for you to worry about. Go back and finish with the laundry or whatever it was you were doing." Pause, then, "And one more thing – stop listening in."

A thin smile from Lilith. "Either let me listen, or don't get so pissy when I start following you around. It's part of my job and you know it." When this met with no response, Lilith gave the Doctor a sweet pat on the cheek and resumed her earlier cloying tones. "Give me a jingle if you need anything, dear. I'll be back later to check on you." She then walked away, joined shortly by the orderly who knew better than to try and guess at what had just transpired.

_Thank god I don't have to live with her._

* * *

"And what in the name of the Elder was that? If I were human and capable of such a reaction, I would be diabetic from all of the false sweetness you were scattering around. Why can't you two just be decent towards each other instead of throwing out all of this emotional rat poison?" Cameron paused in his train of thought long enough to sign two forms, then continued. "I mean, what was that crack about the shop being all out of roses? You weren't talking about _her,_ were you?"

"Would it make a difference if I was?" The muted response came from within the washroom where Lilith changed her clothing from the rumpled denim and knits of her earlier guise to her working gear. "He needs to move on already. His moping is messing up my digestion."

"Heavens forfend," the elder Curator muttered, rolling his eyes. "Just because you want someone to stop carrying a torch doesn't mean they will, no matter how hard you try to force them. Trust me, I know this from experience."

The washroom door opened a crack, wide enough to allow Lilith's quiet reply to come through clearly. "But Mom was... special. Unique. No one blames you for any of it, you know."

"It's taken me this long to figure that out. Give him some space, but don't give up." Cameron glanced up from his work to see Lilith emerge from the washroom making final adjustments on the various belts and pouches that held her field gear in place. "Don't go overboard, all right?"

"In other words, detain if necessary, but refrain from deadly force." Lilith made a face in return to the flat stare of disapproval from her father. "I'll make sure he comes out in one piece, Dad, even though he drives me batty at times." She tossed off a mock-salute, then faded out of view.

* * *

A sizable crowd had gathered by the time Lilith arrived, and thus she was not given much heed by the throng of milling gawkers and rubberneckers as she elbowed her way to the front. Try as she might, though, she could not help echoing the sentiments of many around her when she saw the full extent of the damage. Where Royal Hope Hospital had stood only moments earlier - "Sweet Purple Matriarch! A _crater_?" A quick glance showed that any and all authority figures present on-site had their hands full trying to explain to the crowd just what had happened, so she turned instead to the young woman next to her. "Excuse me, miss - "

"Letitia," the human mumbled, numbly staring at the wreckage for a moment longer before looking to Lilith hopefully. "Letitia Jones. Are you with the police? My sister was in there, and now she's gone - "

"Not exactly," said Lilith, sighing. "My – er, someone I know – was a patient, so I'm just as lost as you are."

"Right." Letitia Jones shook her head skeptically, giving this stranger a thorough look-over as if not quite sure how to place her in this scenario. "If you're not police, then who are you?"

Shrug. "Oh, just an interested observer. So what exactly happened here?"

"Well, I was on my way to meet my sister – her name's Martha, by the way, and she's a student here – when I noticed this rain cloud over the hospital..." Lilith left enough of her mind to follow the young woman's story and to give a strong enough facsimile of an interested response while the rest reached outwards and upwards. "...and then there was this bright light, and the hospital was gone! Just like that."

"You don't say." _There'll be hell to pay if you block me this time, you scrawny anklebiter._ Her efforts fortunately met with no resistance this time, and Lilith breathed a sigh of relief. Her relief was shortlived, though, when she realized just where the other end of the connection lay. "What the flying - " Noting a puzzled reaction from Letitia, Lilith quickly amended her phrase of choice and growled, "He just had to get involved, didn't he!"

"All right, now you're starting to scare me – what did you say your name was?"

"Lillian Smith," said Lilith after a second's pause, "and despite the situation, Miss Jones, your sister is in very good hands. She'll come back with a few interesting stories, that's for sure, but she'll come back and that's the important thing. As for him..." She shook her head. "He'll get the usual lecture afterward, with the usual effect – that is, none at all."

This last statement met with a blink of incomprehension, then, "You aren't making a lick of sense, you know that?"

A small smile. "You wouldn't believe the whole story, Tish. No one ever does."

* * *

_I'll be back in a moment, Dad. Just a small bit of domestic business to clear up and we'll both be on our way._ Lilith tapped the 'send' button and then powered down the communicator. Pocketing the device, she then took a deep breath and held it for a moment to center her thoughts before exhaling once more. She then reached a hand out and carefully rapped on the door of the police call box, thanking providence for its owner's habit of hiding it out of sight – this time in an alley, where only the occasional drunk from a nearby pub might see it and would pass it off to hallucination. _Gods, I must look like an idiot._

There was a faint click and creak as the door was unlocked and opened from the inside, left open slightly in the barest invitation to enter. Lilith took the hint and stepped through the doorway, latching it behind her so that she and the ship's lone inhabitant would not be disturbed. Her presence was largely ignored as the Doctor moved from console to console, checking readouts and doing his best to seem preoccupied until a polite but firm throat-clearing gave him cause to look up. "What? Can't you see I'm a busy man? And you – shouldn't you be off writing a report or whatever it is you do?"

"Not my job anymore." Lilith waited a beat before continuing. "I'm glad you're all right. You had me worried there for a few moments."

"Ah, it was nothing. Came through like I always do, so what's the sense in fussing?"

"Because I - " A disgusted noise. "Oh, never mind. Explaining would be like throwing a ping-pong ball at your head and expecting it to stick."

An eyebrow-raise to this, but no further visible reaction. "Not to mention it would look kind of silly, don't you think?" The Doctor now moved to another control bank, adjusted the settings, and then stopped to look up at Lilith once more. "So are you coming along or not? If you are, though, let me warn you – haven't changed the sheets in, oh, about a year or so. Haven't had much time for sleep..."

Lilith shook her head. "Don't bother, Doctor. I think we both need some space for a while yet." She turned, moved for the door, then stopped with her hand on the latch as a second thought occurred to her. "In the meantime, you know where to find me if you need me. Do be a gentleman to Miss Martha – I think you've given her a bit of a shock." She patted the doorframe affectionately, bidding her own silent farewells to the ship before returning to the outside world.


	17. Extra Strength Happy

_Author's Note, 24Jan08 - Apologies for the delay in posting. Trying to write while infected with the latest office cold isn't the easiest thing to do, as some of you may know... and then there was the matter of being distracted by a nifty little miniseries called "The Second Coming." Commentary for this chapter may be found at my Livejournal, the link to which is contained in my profile because for some reason the site's being an ass and won't let me post it here. -cough- Moving along..._

* * *

**17 – "Extra-Strength Happy"**

"You certainly picked a lousy time to upgrade the security in this place," grumbled Lilith, massaging her forehead with one hand while loosening the ties on the front of her gown with the other. "Doesn't help that I'm woozy from having to wear this overwrought straitjacket of a dress for two weeks while I'm out scouring the darker parts of London to find out just what's going on _this time_ that'll merit a visit from our favorite troublemaker – even with all of the extra equipment I've got going on in the chest cavity, that doesn't make it any easier to breathe – and then I try to zap in here and get bounced right back into the hall by the security filter. What's going on?"

Cameron did his best not to smile as he watched his daughter loll in one of the spare office chairs, trying to extricate herself from the layers of constricting cloth required for a visit to Elizabethan England. "It's standard office equipment, dear. After brushing up on recent history I can certainly see why you'd have it deactivated, but you've become a bit of a celebrity as of late and now people I wouldn't know from Adam are dropping by on pretext of borrowing a paper clip or some other nonsense just to catch a glimpse of you. It's taking a while for the memo to circulate that this isn't your office anymore."

"As you've seen fit to remind me many a time." Having sufficiently loosened the bodice of her outer garment, Lilith reached in with a muttered _Excuse me_ and extracted a tightly rolled sheaf of papers from within. "While this particular arrangement did me well for swaying the male of the species and for gathering information from said males, there's utterly zip in the way of storage. You'll find all of my notes here."

The Curator unrolled the papers with a thinly veiled wince of distaste and skimmed over the contents, raising an eyebrow when he came to one particular detail. "Carrionites? They only recently got taken off of the Z List, and that was only because we thought they were sealed away for good. Too powerful to be left wandering around."

"Well, you've got nothing to worry about now. Thanks to the combined efforts of the Doctor, Miss Martha Jones, one William Shakespeare, and some borrowed words from an Earth novel, we no longer have to worry about the likes of the Carrionites." Lilith shuddered. "Doomfinger and Bloodtide I can understand, proper names for witchy hag-types, but one of them had the gall to call herself Lilith! Downright confusing and not just a bit insulting! I mean, didn't I get the name first?"

A rueful head-shake from Cameron, who abandoned all attempts to hide his amusement and grinned openly at his offspring's discomfort. "No, dear, I'm afraid not."

"Well, I think I wear it a bit better than she did. Besides, I've got nothing to worry about now that she's back in oblivion where she belongs..." Lilith sighed and looked around the office, noting the changes that had been made in her absence. "I'd forgotten that you live and work like a monk, Dad. Don't you ever take time to sit back and enjoy life?"

"Not in the same way that you do, apparently," said Cameron, the wince returning as he resumed reading over Lilith's notes and pondered how best to rephrase them for his official documents. "Speaking of, I found some of your reading material. Some real bodice-rippers if I may say so, and I don't even want to know how you got a hold of some of them."

Lilith flushed primly and looked away. "A woman has her needs, Father."

"Richard, Edmund, Nathaniel and..." a quick flick through the papers until Cameron found the last entry that piqued his interest "...Jeffrey would agree. Please don't tell me you actually did all these things that you promised in exchange for information. I have a hard enough time maintaining your reputation as is..."

"Hypnotism," Lilith replied, giving her father a dark look. "Considering their glorified standards of sanitation at that time, what makes you think I'd even want to?" An approving nod from Cameron. "I mean, come on – even though I keep a spare around, switching into a new body all the time gets tiresome. Substance abuse problems are bad enough and I don't need to add disease to my list of issues."

"Nice to know you set your limits somewhere." Ignoring the affronted noise Lilith made, Cameron instead shot a pointed look towards the storage closet. "Speaking of new bodies, you'll need to find a new place for the freezer. Personnel's going to be doing a special audit next week to make sure I've got everything under control and I don't think they'll get too much of a chuckle over the cadaver."

"First of all," said Lilith, "it's not a cadaver. It's a suspended non-sentient bio-shell which, according to Aunt Avery, differs from a cadaver on the basis that it never possessed a living essence in the first place." She paused, then scowled as something else occurred to her. "And just where the hell am I supposed to keep it, anyway? It's not like I have oodles of storage space in my apartment."

A dry smirk from Cameron. "Ask that husband of yours. I'm sure he's got room enough in his ship to stash a corpse or two."

"I'm sure that would go over well. 'Hi honey, I know we didn't part on the best of terms, but would you happen to have space for my extra body?'" Lilith's scowl deepened. "Yeah, Dad, that would go over about as well as a fart in the lift." Sigh, then, "Speaking of, would you mind shutting the filter off for once just so I can port out of here? It's hard for Auntie's scanners not to blow up each time they look at me, and I hate to think what I'd do to the lift."

"Oh, but a bit of walking is good for you." Pushing the stack of distressing note papers aside, Cameron woke up his computer and sat back to compose his thoughts. "Not to mention that your continued dalliances – whether under hypnosis or no – have me of half the mind to make you walk just so people can see you dressed like an Renaissance-era tavern trollop." Silently relishing the glare this earned, Cameron conceded and muttered, "Fine, fine. But only this once..."

* * *

Rain fell all around in an incessant beat over the alleyway, doing little to wash away the aura of abandonment and decay that clung to the pavement like caked-on dirt. _There's a lot of that, too,_ Lilith thought as she looked around, thanking providence for the relative shelter of her jacket against the foul weather. She noticed a number of small kiosks lining the alley, though she could only guess at the wares sold until she risked a cautious stroll to get her bearings.

"You look beat, dear! How about a pick-me-up?"

The overly cheerful male voice made her jump in startlement, and she turned to the stall owner with a puzzled frown. "Excuse me?"

"I've got extra-strength Happy right here, discount rates for a first-time customer. Happy's just the thing to get you over a disappointment on the job, trouble at home – anything that weighs you down, give it a good dose of Happy!"

Lilith blinked, still unsure of what was being offered. "You're selling... moods?"

"Only the finest," replied a nearby shop-owner. "I think you look a little tense, though. Maybe some Mellow to take the edge off of a bad day. How about it, miss?"

Lilith took one sharp breath and exhaled quickly to diffuse her growing aggravation. "I'm looking for a man, skinny sort, a little taller than me, just came through here a moment ago with a young lady - "

The two merchants traded knowing looks. "Oh, so it's _that_ kind of trouble! Fella's run off with the hot piece from down the street, has he?" The Happy vendor shook his head. "Hate to say this, but you do look a little bit ragged 'round the edges. I've got just the thing to rope him back in, though!" He fished beneath the counter for a moment, then held out a clear patch for Lilith's inspection. "Just hit the shelves - Desire! Never fails. Won't know what hit him, but he'll be yours again until the day he dies."

The Field Agent took a step back and gazed around once more, expression hardening as she did so. "Tell me now, did he or did he not come through here? I'm only going to ask this once."

The Mellow vendor raised a mocking eyebrow at this sudden change in demeanor from her potential customer. "Yeah he did, acting all high and mighty just like you! Demanded that we close up shop, too, but we didn't see any kind of credentials. The Motorway'll take care of him just like it does the rest. Why don't you go and hitch a lift?"

"You want credentials? Fine, I'll show you credentials." Lilith reached inside her jacket for the leather wallet that held her Caseworker license and other official certifications and extracted it, flourishing it for the humans to see. "On my authority as a representative of the Interdimensional Oversight Commission, I declare this operation harmful to its environment and hereby order it ceased. Failure to comply will result in official censure and, if necessary, revocation of vendor privileges. Per regulations, I am also confiscating a sample of each substance offered here for analysis and entry into the Illegal Products Registry." Blank stares met this announcement, and Lilith sighed. "I'm sorry, maybe I need to repeat something...?"

* * *

"_That was stupid, Lilith, and you know it – not to mention it was a violation of our non-interference directive. What were you playing at this time?"_

"For once I'd have to agree with my dearest fool Doctor and say that the little racket back there in Pharmacytown was completely and utterly wrong. I mean, come on! Taking advantage of the disadvantaged by selling them mood-altering drugs has to register as a blip even on your exalted moral compass."

Cameron chose not to rise to the bait, instead continuing with his verification of Lilith's reports. "_According to your notes, you've confiscated a sample of each of these so-called 'moods' and will be sending them back to the laboratory for study, including the three offered to you – Happy, Mellow, and... Desire... You will surrender these materials promptly, I may assume."_

Even though she knew her father could not see it, Lilith rolled her eyes. "You honestly think I'd stoop so low as to slip him a mickey, Dad?" Her mind jumped back to what the Happy vendor had said last and she shuddered. "Don't give me any ideas. This new friend of his doesn't make me feel any younger."

"_It was your choice not to stay with him, so don't complain if he seeks company elsewhere,"_ Lilith heard her father reply. "_On a more professional topic, it seems that the last Field Agent for this particular New Earth has not made a report in some time. It's been passed on to me that you might want to check into this."_

"Will do. Can I get a name, maybe some other statistics?"

"_Elstenn, preferred form of manifestation being a brunette human female in her early teens. Her last report stated an intent to investigate a series of mysterious disappearances on the Motorway, whatever that is."_

"The Motorway, again? That's the second time I've heard it mentioned, like maybe it's a special level of Hell specifically intended for meter mollies, jaywalkers and habitual speeders." She ignored the derisive noise from her father and continued. "All right, I'll have a look. Anything else?"

"_Just the usual admonitions, corrections and other generally useful advice that usually goes unheeded. Take care, Lilith."_

* * *

Lilith could not shake the feeling that she'd been at least halfway correct in her interpretation of the Motorway, the ominous clang of the access door swinging shut behind her putting her in mind of a prison cell closing as she gazed out into the bilious fog that filled the tunnel. "Hell indeed," she muttered, raising an arm to block the fumes while she focused her mind once more. "I mean, I'm a chain-smoker and I think this is nasty. That's saying something, isn't it?"

From not far away she felt the familiar presence of the Doctor, confirming her suspicions that he too had decided to investigate this mysterious region of the city for one reason or another. Even now he worked to figure out as much as he could about his surroundings, sheltered from the noxious elements in a vehicle that served both as home and conveyance to one Thomas Kincade Brannigan – _a Cat Person?_ Lilith noted with some wonder and no small amount of amusement – as well as his human wife Valerie and their offspring. Minimizing herself so as to create the smallest possible intrusion, Lilith listened in briefly to the conversation and couldn't help a startled gasp as Brannigan revealed just how long his family had been traveling. "Twelve _years_? That's insane!" Her involuntary reaction to this news brought in a fresh gust of the fumes, though, and Lilith found herself coughing uncontrollably as her lungs struggled to deal with the soup of poisonous chemicals. "All right. Gotta find Elstenn – and fast - "

The distinctive signature of another Sidra brought a small amount of hope to the Field Agent even as her body reeled from the rapidly dropping available oxygen level. "Now here's hoping she's somewhere... cleaner." Closing her eyes, Lilith pinpointed the familiar energy and transported herself away from the exposed landing of the accessway.

Her prayers were answered when she opened her eyes once more and found herself hugging metal deck plating, wheezing for breath. _Why am I getting an odd sense of deja vu here? _Lilith wondered, gagging at the brackish taste in her mouth as she greedily sucked in the fresh air around her. She next became aware of someone carefully patting her back, murmuring, "Easy there, stranger. Leave some O2 for the rest of us, hm?"

Lilith rolled over onto her back, looked up at the person addressing her, and grinned woozily. "Fancy meeting you here. What's a tasty cutlet like yourself doing in this kind of hellhole?"

"I'll ignore the fact that you likened me to a slice of meat and instead introduce myself." The man held his hand out to assist his guest to her feet and guided her by her elbow to the passenger's seat where she could rest more comfortably. "Name's Edwin Martenson, but you can call me Ed. I'm a doctor... or, rather, was..."

Something about the word _doctor_ fired Lilith's momentarily-slowed synapses into motion. "You... you _were_ a doctor? What are you now?"

"Unemployed. Old employers couldn't afford to keep me on, what with the recession and all, so I picked up stakes and hit the road." A small smile. "What about you?"

Lilith coughed once more, expelling the last of the smog from her lungs and blinked slowly at her rescuer. "A freelance investigator of sorts. I'm looking for someone, a young woman by the name of Elstenn, and I've tracked her to somewhere in this area. This car, I think."

"Oh, you mean her?" Edwin had moved to the rear of the vehicle and nudged a curtain aside, revealing a sleeping area occupied by the recumbent form of a teenaged girl. "Showed up ten years ago, not long after I decided to move. You say her name is Elstenn? How do you know her?"

"Distant relation. The family got worried and sent me to track her down." Lilith glanced back over her shoulder and marshaled what brainpower she had left to verify the signal that had led her here and breathed a sigh of relief when her instincts were confirmed. She could not stifle a yawn in spite of her best efforts and waved off a concerned look from her host. "Just a little groggy yet. Mind if I take a nap?"

This brought an open chuckle from Edwin. "It's not like we're going anywhere for a while, miss - "

Fatigue overwhelming her brain, Lilith did not think to use her alias and mumbled, "Just call me Lilith. Good night, good sir..." It was all she could do before she fell asleep to send one last silent report to her father: _Found Elstenn. Appears to be safe, just sleeping..._

* * *

"So she's alive and well? That's good news." When nothing more came from his daughter, Cameron gave her a mental nudge and found that she too had lapsed into slumber. Taking the utmost of care not to wake her, he skimmed the surface thoughts still swirling through her mind and blinked when a name came up prominently. "Edwin Martenson...?" He reached a little bit further into the memories attached to the name and immediately felt a chill. "Something's not right here."

Upon awaking sometime later, Lilith was still aware of a strange mind-fogging sensation that made it hard for her to think clearly. Her neck itched, and when she reached up to scratch it her fingers came away holding a small square of clear adhesive plastic. _Mellow,_ she read from the plastic, then shrugged and tossed the patch aside. She looked around to figure out where she was, smiling contentedly when she remembered that she was safe from the fog that had nearly suffocated her. A yawn, stretch to pop her cramped back into alignment once more... "Car 868nova9 with three adult passengers, requesting Fast Lane access." This last was said in a calm, smooth voice, paired with a winning smile that only widened when a mechanical voice approved his request. The smile was then turned on the waking Lilith, and Edwin spoke. "You were having trouble sleeping, so I gave you something to relax. Hope you don't mind."

"Not at all." Lilith thought over the first phrase she'd heard, looked at the driver questioningly as he began activating controls to bring the car into a descent. "Three adult passengers, you say? Elstenn hardly passes for an adult."

The smile neither faltered nor faded at this comment, Edwin replying, "The computer doesn't need to know that, now does it? Besides, I know that she's a lot older than she looks. Just like you, Lilith."

Something about this statement should have alarmed Lilith, but the effect of the patch was too strong and she merely shrugged. "Guess I just age well, hm?" she said, rising from her seat and going to check on the still-dozing girl in the sleeping bunk at the rear of the vehicle. Even though she slept, Elstenn still reacted to the steady descent of the car and moaned slightly, tossing an arm over her face as if trying to swat away an unseen fright. The dim light reflected off of a band of clear plastic encircling her wrist, and this at least caused a twinge of uncertainty in the chemically-induced uncaring choking Lilith's thoughts. A quick check revealed a matching cuff on Elstenn's other wrist, and an unaccustomed heaviness on her own arms sent a jolt of panic slicing through Lilith's mind. This gust of sudden emotion blew the last shreds of drug-fog away, and Lilith realized with a hiss what had been done to her.

She fumbled to find some seam in the cuffs to try and pry them away, her heart sinking when she found none. A low chuckle reached her ears and Lilith spun to find the driver watching her with open amusement. "You don't like the jewelry?" Edwin asked, holding something up for Lilith to see. She recognized it as the wallet holding her Caseworker and Field Agent credentials, the latter which Edwin flourished with a smirk. "I knew what you were all along, Lilith, and this only confirmed it. You see, my family has a long, long history of dealing with aliens, all the way back to my many-times-great grandfather who was an operative at Canary Wharf. His notes and work have been passed on through the generations, and he just happened to mention a strange being with supernatural powers who just happened to bear an uncanny resemblance to you. He also happened to mention a way to restrain your kind, found only through accidental observation of said being... Funny how an almost demigod-like race can be restrained by a simple pair of Lucite bracelets."

"But that was ages ago! You're trying to punish me for something that happened on a planet that your people barely remember?"

Edwin waved a chastising finger, then continued. "Punish you? No. All who deserved retribution earned it on that day long, long ago. What others saw as a catastrophe, I see as divine judgment for becoming tainted with an alien scourge! After reading Grandfather's notes about you and what you do, I realized that there would have to be someone like you assigned to work with this planet... and all I had to do was find her and restrain her so that she couldn't stop me." He paused for effect, then frowned when Lilith did not react. "Well, aren't you going to ask me about my evil plan? Aren't you going to tell me that I'm the scum of the universe who only deserves to go to prison for my deeds? Humor me, please. After all, you are my captive audience..."

"Fine." Lilith rolled her eyes and infused her next words with dripping sarcasm. "What did you have in mind that was so bad that you needed to be stopped?"

* * *

"A prodigy in the fields of chemical and biological science, Edwin Martenson was known for his groundbreaking work in the development of several mood-altering drugs and also played a hand in creating the technology that made them available for mass distribution via adhesive patch. His most recent creation was the mood-drug known as 'Bliss,' which was ultimately responsible for the demise of the entire surface population of New Earth. It is unknown if Martenson perished along with his victims, although it is suspected in some circles that he escaped into the Undercity and lives there now. It is worth noting that Martenson's distant ancestors had ties to the Earth organization known as the Torchwood Institute, the foremost being an elderly technician that perished during the Battle of Canary Wharf. Analysis suggests that this instilled a mistrust of all things non-human that devolved over the years into something resembling psychosis. All non-human life-forms would be well advised to stay away from this dangerously imbalanced individual."

Growling a curse under his breath, Cameron snapped the case file closed and threw it down onto his desk. _And there's nothing I can do to stop him._

"You would think that we would learn our lesson from the past, especially after moving across time and space and establishing our homes in fresh, untainted locales. But did we?" Edwin waited again for Lilith's response, frowning again when the most he got was a sullen negative head-shake. "Of course we didn't. We're stupid like that. Ignoring the brutal facts that aliens have done nothing but harm us, we reached out to them once more in this lovely new world of ours, came to depend on them for commerce and to cure our diseases. Humanity needed a scourge, Lilith, a fresh plague to teach it a lesson that it could never forget! And with my own god-given gifts" he tapped a finger to the side of his head "who would I be to refuse the divine calling?"

Lilith glanced down at Elstenn, trying to figure out why the girl hadn't woken. An agonized toss of her head revealed one of the translucent patches on her neck bearing the legend of _Nightmare 99_, and Lilith had to suppress a twitch of nausea at the havoc it was causing her colleague.

Edwin, however, had returned his attention to the car's controls and continued to ease it down through the layers of traffic. "I came up with several ideas of how to accomplish this, but in the end only one seemed to work. I couldn't make it into an outright disease, or that would give my purpose away and those damn cat-women would find a way to cure it like they have everything else. So what did I do? Simple. I made a mood so addictive that no one would be able to break away from it – 'Bliss.' No one could resist it! After all, who doesn't want to be happy in this day and age? It was almost laughably easy to spread the disease that killed them all. As for these poor souls on the Motorway... well, unless there's a miracle, they'll all die here too. If the monsters in the deep don't get them, there are plenty of other ways for them to go."

Lilith perched on the bunk next to Elstenn, using the pretext of comforting the girl to carefully ease the patch off of her neck. The effect was immediate, Elstenn's eyes flying open to stare up at Lilith in disbelief. Before she could say anything, Lilith laid a cautioning finger over her lips and tapped the cuff on her own wrist to which Elstenn gave a silent nod of understanding. "But what do you have against us, Edwin? We don't interfere with other races – we only serve as advisors."

"Normally you would be right." A disdainful sneer. "But you see, Lilith, your people did nothing to help us in our times of need. With great power comes great responsibility, and you did _nothing_! By taking the two of you with me, I'll go to paradise knowing that I have served my purpose." The computer quietly interjected a comment and the human let out a gleeful hoot. "We're here, ladies! Welcome to the Fast Lane." Edwin then opened up the glove box and retrieved what both agents recognized as one of the mood patches, and Lilith felt a flare of anger when she read what it had to offer: _Bliss._ Edwin deactivated several controls and then slapped the patch onto his own neck, a vapid smile covering his own features as the car dropped into the abyss.

* * *

"Not that I don't find your harrowing tale of escape interesting, Lilith, but you make almost no mention of what our client was up to this whole time." Cameron sighed and rubbed his eyes tiredly. "Mind filling in the blanks?"

"Sure," Lilith grumbled, echoing her father's sigh. "He sucked exhaust, hugged a Cat, said goodbye to a Face..." She paused, counted each point off on a finger to see if she'd missed anything, then snapped her fingers in exaggerated revelation. "Oh yeah! He finally told someone the truth. Happy now?"

An eye-roll from the older Sidra. "No, but I suppose it'll have to do."


	18. Better to Ask Forgiveness

**18 - Better to Ask Forgiveness...**

"I can see now that it is a good thing that I came back when I did. This office needs someone with a level head in charge, not someone who goes off and does crazy things just because she thinks they need to be done." Ignoring Lilith's fledgling protests, Cameron stared her into silence while he continued his thought. "Morality and maturity are both quite subjective, Lilith, and just because you think that someone you know needs a booster shot of either doesn't mean that you should rush off to enact some crazy half-baked scheme. I just finished reading about your adventures with John Lumic and Cybus Industries, and I know I am not the first and will not be the last to say that you have a few screws loose in your head. You must truly have been blessed by the Elder to have retained your job after such a stunt, and I will pray to him that you do not have any such idea in mind for the future." Lilith did her best to keep her thoughts from playing out on her face, an effort that apparently failed as Cameron shook his head and muttered, "Stop dissembling, dear. You look constipated."

This provoked a flat stare of barely-hidden irritation which Cameron brushed off just as easily as he had any of his daughter's earlier reactions. "Is the lecture over, Father, or is there some other point of my behavior that you'd care to nitpick?"

"Nothing that I haven't said a thousand times before. And before you leave in a huff, please keep in mind that your inherited DNA may have given you two hearts, but it is no excuse for strange behavior on the job. If you must act deranged, please do it in your off-hours."

"I'll be sure to keep that in mind the next time I catch a break," Lilith said, pushing herself up from her chair and striding out of the office. _If I _am _insane, it's hardly my fault._

* * *

Cameron waited until the door had clicked closed before likewise rising from his chair. He crossed over to the tall stack of bookshelves lining one side of the office and stood in front of it, frowning as he scanned the titles until he found what he sought. "Reverse psychology may be one of the oldest and dirtiest tricks in the book, but now I have some idea of what kind of trouble you'll be causing in the future, Lilith." He pulled the volume down from its place and opened it to the index, then wasted no time in flipping to the entry that he hoped would answer at least part of the question foremost in his mind: "What does she have in mind for the Cult of Skaro?"

"All right, Miss T, there you go." A quick, delicate snip of a tiny pair of scissors cut loose the tail of loose thread from the glittering sequined garment. "Just remember to take good care of this. We don't have the money to replace it."

"Kinda funny how so little costs so much." Tallulah turned to face the mirror, tried an experimental shimmy to make sure the costume fit right. "But it fits like a glove! Where did you say you came from again? Don't think I'm tryin' to be rude, but you don't sound like a local."

A quiet smile from the seamstress, then, "I came in from the country a while back and got a job at a dress shop in the fancier part of town. I was doing pretty well for myself, but then the economy went bust and no one had money to buy pretty clothes anymore. They don't buy, I don't get paid, and before I knew it I'm tossed out on my tail."

The dancer shook her head in sympathy. "Lemme guess – Hooverville?" A nod in reply. "And you all by your lonesome. Poor thing! Guess I'm lucky to have a guy like my Laszlo." Noticing the pained look on the other woman's face on hearing this, Tallulah quickly changed subjects and forced a bright smile. "Hey, why don't you come and watch our rehearsal? It'd be just the thing to cheer you up a little. And who knows, maybe you can learn a little something! A girl's gotta dance in times like these, Lilli."

Tallulah beckoned Lilli along and the pair trotted off, the seamstress given a vantage point in the wings to watch as the dancers took their places. It became apparent after a few minutes that something was wrong, though, as the director called a halt to the proceedings. "Hold it! Where's Edith?"

"I heard tell she got a better role up the road," said Myrna, one of the remaining backup dancers clad in sparkling red to suggest a devilish seductress. "Or maybe she caught cold and couldn't make it tonight. Either way, she left her costume in back."

"Great, just great! First Heidi and now this? How the hell am I supposed to keep my show together if I keep losing my people?" The director turned briefly to the choreographer, asked, "Can I make this work with nine devils?" A frantic head-shake to this, and the director made an exasperated noise. "Anyone got a brilliant idea how to solve this? Cause if we don't, no one gets paid tonight!"

* * *

"_And so you managed to get a job as a scantily-clad dancehall girl?"_ The disgust was evident even across the gap in time and space as Cameron heard Lilith's latest report. "_You do realize that's the equivalent of working as a topless waitress on 21st Century Earth."_

"And you would know this how?" Lilith replied, thankful that the older woman with whom she shared her makeshift shack slept like a corpse and thus was oblivious to the phantom conversations held not two feet away from her.

Cameron mumbled an excuse that Lilith did not catch and quickly moved on. "_That's beside the point and you know it, Lilith. You could have passed yourself as a member of the upper class and spared yourself the discomfort of being stared at like a piece of meat."_

"Unless you've forgotten, Dad, you actually have to be someone to be a celebrity in this day and age. You can't just slap your name on a handbag, market a perfume, cause massive widespread ear ruptures with your attempts at singing, or get caught airing your naughty bits in public in order to get on the Who's Who. Besides, _he_ doesn't like hobnobbing with the glitterati – he likes getting his hands dirty, and there's plenty of dirt to go around in this part of town."

"_But that doesn't mean you have to wallow in it. As always, be careful, all right?"_

"You got it, Dad." Pillowing her head on her arm, Lilith snuggled deeper under her blanket to cover against the cold. Even as she closed her eyes, though, it could not be said that she slept. _Go on, my precious pepperpots. Work your bloody-minded magic. Survive and press onward, because your enemy shows up tomorrow..._

* * *

"One and one and one is three, my bad bad angel, the devil and me. My bad, bad angel, you put the devil in me!"

Tallulah's voice from the stage only served as backdrop to the Doctor's musings as he confronted the green blob of dead organic material in front of him. _Looks like a gelatin mold gone wrong,_ he mused as he thought over the readout given him by the crude genetic analysis device. Something else in the back of his mind nagged him as he raced from thought to thought, a creeping sense of familiarity about one of the dancers, and he pushed this away as the correct answer came to mind. "467-989..." _No, not here. Not now. _"Skaro!"

* * *

The dance had proven simple enough to learn, but now it was all Lilith could do to focus on the steps of the routine and not focus overmuch on what she'd seen on her way to the stage. _Step, step, pose, flutter my fan... he shouldn't have recognized me. For one, I'm wearing a wig and makeup, and secondly he should have more important things on his mind. Besides, he's seen me in less before and it hasn't fazed him one bit._ A glimpse of the latest Companion – _what's her name, Martha?_ – brought a flare of insecurity once more which Lilith hastily suppressed before she could miss her footing. _It's not like Miss Jones knows who you are anyway, so stop it already._

Fortunately she did not have to expend much further effort as the young woman from the future attempted to sneak across the stage, tripping up at least two of the dancers in her quest to remain unnoticed. Then Lilith was swept along in the mass panic as the mutated figure in the wings was brought to Tallulah's attention and that of the other dancers, and she prayed that her wig wouldn't slip as the frightened group of women surged backstage. Martha dashed on to track down the intruder while a small group of the dancers huddled in a sequined knot of terror, Lilith remaining among their numbers for a small moment while she tried to figure out what had gone wrong. Then it was only a matter of moments before the Doctor burst into their ranks and Lilith praised his single-mindedness in inquiry as it shielded her from discovery even at this proximity. As she watched him run off once more, though, she once again felt a twinge of jealousy – _yeah, admit it! He'd never once run off after you like that, so just admit that you're seeing green and move on with the plan._

Less than an hour later, Lilith was forced to admit that things had gone horridly wrong. The fire of genetic transformation seared the corner of her mind that had once kept watch over the quartet of alien invaders, burned like a fever that she found difficult to ignore as she scrambled to figure out what element she'd miscalculated this time. Footsteps and shouts echoed throughout the shantytown around her as the residents marshaled their resources against an enemy that they had little hope of defeating, and Lilith trembled in nausea-tinged fear as she berated herself aloud for yet another mistake. "Guide them, you thought. Show them this primitive world where they would be forced to their limits just to go on, thinking that _he _would show up just in time to crush them all."

Chaos flared around her, panicked yells and the squealing of the pig-men, and Lilith's bitterness continued to rise. "A two-for-one deal, you said – help the Doctor to grow once more and at the same time wipe out the remnant of the bastards who killed your mother – but you underestimated their survival drive! Instead of a quick fix, you get semi-sentient swine and a strange ass-faced creature named Sec who's intent on making the rest of humanity just like him!"

An all-too-familiar command voiced in a screeching metallic rasp snapped Lilith back to reality: "Exterminate!" This was followed by a single zap and the thud of a corpse hitting the ground. _The first of many, _Lilith thought, blood running cold as another thought followed. _These humans are in their hour of need, and you're just going to sit by and let this happen? You could stop this all with a word, a gesture, but you're not going to, are you? And your one client is out there in the situation that you threw him into, most likely going to do something at least stupid if not very dangerous - _

"Kill me if it'll stop you attacking these people!"

_Bloody hell. You aren't going to make this easy for me, are you?_

An element that Lilith almost hesitated to identify as gloating crept into Caan's voice as it mused over this option, almost as if savoring the concept of destroying its worst enemy. Bile rose in Lilith's throat as the Doctor encouraged it with a further taunt: "Then do it! Do it! Just do it! _Do it!_"

This last rallying cry forced Lilith to her feet, having made up her mind as to her choice of action and praying she would not have to do anything too drastic as she heard Caan repeat its battle call, only to halt in puzzlement at a counter-command from the unseen Sec. A small pang of hope warmed her spirit as she deduced what had happened, hope mixed with returning fear when she realized that all was not truly saved. _He's only stalling for time. Humanity's not safe at all, not unless he can stop the Cult once and for all. The best you can do is pray for luck, and pray some more that no one figures out that you had anything to do with this._

* * *

"A completely new race, born and deceased on the same day! And while your designation for the prototype... er, Ass-Face, was it?... is certainly piquant, it will not be entered into the official records." Curator-Prefect Belrac let out a snort of disbelief. "Considering your track record, this would be considered grounds for immediate termination. It has your fingerprints all over it, Lilith, but none of it can be traced definitively back to you since no one in this organization – not even such an established renegade as yourself – would have the sheer intestinal fortitude to go so far as to empathically manipulate a lesser race. I would especially like to think that you've learned your lesson from earlier incidents, but even if your altered genes have caused you to do something this... deficient... I would like to think you'd have learned to keep your mouth shut and let the facts speak for themselves."

Lilith understood the unspoken subtext of Belrac's words and simply nodded, allowing the Curator-Prefect to complete her train of thought. "Anyone who has done their homework and knows of the Time War's affect on your family would find the circumstances awfully convenient, but I doubt anyone will do that level of research anytime soon. One member of the Cult of Skaro remains as a result of your failed clean-up plan, though, and if it causes any further havoc I will have you held personally responsible. Is that clear?"

"Crystal." Lilith waited for the gesture of dismissal from Belrac before turning to leave, doing her best to suppress a chuckle as she heard her superior mutter "_Ass-Face? Heh..."_ under her breath. Once outside the office, the Field Agent paused for a moment to shake the feeling of residual electric shock from her limbs before removing herself back to the sanctuary of her own residence. "Psychic feedback of a lightning strike, hm? Guess that's the closest I'll get to a divine reprimand this time..."


	19. Echoes and Portents

**19 - Echoes and Portents**

_I'm old enough to know that a longer life isn't always a better one. In the end, you just get tired. Tired of the struggle. Tired of losing everyone that matters to you. Tired of watching everything turn to dust. If you live long enough, Lazarus, the only certainty left is that you'll end up alone._

Time had passed since these words had been spoken, long enough for basic repairs to be made to the cathedral and a facade of normalcy to be restored. No sign remained of the creature that had run rampant, and the thin layer of dust that had been disturbed by the falling body of Richard Lazarus now lay intact once more in the sacred hush of the sanctuary. It was in this space that Lilith knelt, one hand brushing the floor as if trying to glean some secret meaning from its particles. _He spoke like I'd never existed,_ she mused as she turned the Doctor's words over in her mind. _Like he'd never looked into my mind, found that I'd taken this job just so that he would never _be _alone, so that I'd have some purpose. Am I really that redundant?_

The muffled click of a camera caused Lilith to look up suddenly in startlement, seeing a young man in his early twenties backing slowly down the aisle as if he'd spooked a wild beast. "I'm – I'm sorry, ma'am. I should have asked permission..."

Lilith rose, brushing herself off and straightening the conservative suit that she'd chosen as suitable attire for her visits to the cathedral. "No, that's all right – though might I ask what the picture's for?"

An uneasy smile, slightest hint of a blush. "Art project, ma'am. I've seen you here before, always thought there was something about the way you sit there thinking... So what is it, ma'am? What brings you back?"

"Just looking for answers, I guess." Lilith shrugged. "I'd always liked to think there was someone who knew it all, but now..." A sigh. "I come looking for God, but I always find dust. So much dust." A thin, tired smile, then, "Good luck on your project. I hope you pass." She patted him on the shoulder as she walked past, brushing the whole encounter to the back of her mind as she contemplated other things.

No sooner had the footsteps faded than the young man's countenance shifted entirely. He looked down at the screen of his camera with a smirk, considering the frozen image for a moment before shutting the device off. "I know I passed. Mr. Saxon will be very interested in this, I think..."

* * *

"Finished with your regularly-scheduled mope-fest?" Cameron asked as his daughter walked in through the office door. When she gave him a puzzled look, he explained, "Don't think I don't know what happened in that cathedral – beyond what you reported. If you keep letting what he says get to you, you'll worry yourself into an early grave."

"Sidra don't die that way," Lilith grumbled as she sank into her customary chair across from the desk, waiting for further instruction from her father, or another lecture if he felt so inclined.

"You know what I mean, although the metaphor and the lesson behind it remain intact. You waste more time worrying about that man than is healthy or decent, and it's taking your mind off of work."

"So pardon me for having a conflict of interest. He annoys the piss out of me most of the time, but he's actually starting to grow on me a little bit." Lilith sighed. "So what did you call me in for this time?"

"You mentioned a strange presence while you were last on Earth, something similar to what you feel around the Doctor. Mind clarifying that a little bit?"

A thoughtful head-scratch. "Well, um, there's really not much to clarify. It was the same kind of energy signature, but at the same time it was a completely different person." Pause, frown, then, "Are you sure he's the last of his race, Dad? The Doctor, I mean?"

For once Cameron did not have a smart or cutting answer, instead looking somewhat perturbed as he thought over this possibility. "You know, I couldn't give you a straight answer on that..."

"Well, it's time you did, or else we're going to be facing one hell of an ass-chewing from on high." Lilith shuddered, although whether it was from the thought of bureaucratic inquest or some other sensation Cameron could not tell. "Another thing – I only got a look at this... this person... for a moment, but what I saw scared me. Powerful, ambitious, and utterly fucked in the head." Cameron blanched at the oath but let Lilith continue. "I've got to look into this, or we just might regret it."

"For once I'm inclined to agree with you. I'd think the Doctor can take care of himself for a little bit while you go have a look, wouldn't you say?"

This brought a smile from Lilith that was hard not to mirror in its enthusiasm. "Don't mind if I do, Dad. Be back in a jiff – " Before she could rise from her seat again, Lilith found herself doubled over with hands clamped to her head to dampen a sudden burst of pain. "Son of a – _ow!_ There it goes again. Worse than when he took that living sun into his body – one hell of a hot flash – "

Cameron rolled his eyes briefly at this choice of words, but his disdain was soon replaced with concern as Lilith rocked back in the seat, frame locked in a seizure of agony whose cause her father could only guess at. "Lilith? What is it?"

"Something's gone terribly – wrong!" A shuddering gasp, then, "Can't leave him alone for a minute! _Ahh – _damnit – " One hand remained clutched to her temple while the other moved to her chest, fingers pressing the flesh as she gasped for air. "Sweet Matriarch! It's like a regeneration, only not quite so gentle..."

"I do hope you're being sarcastic," Cameron muttered, watching her askance as he too tried to figure out what was happening.

"Of course I am," Lilith snapped back through grated teeth, these words followed by a ragged hiss of suppressed discomfort. She reached into the corner of her mind where the familiar connection usually existed, the alien emotions and experiences forming a sort of mental white noise that she'd only recently learned to filter, and shuddered to find out that it had gone cold once more. "And he's gone. I can't feel him, Dad – it's not that he's blocking me, just that the man I knew... or thought I knew... isn't there." When she fully returned to herself, she discovered a new physical sensation that gave her a fresh chill. "I've changed. This body – it's human!"

* * *

"I wouldn't go shouting this around too loudly if I were you," Professor Avery remarked as she looked over the scan films that had been taken of Lilith's fleshly body. "You're human, all right – well, your body is. Blood type is O positive, one of the most prevalent in Earth humans..." Pause, then, "How'd you manage this one? I thought your genes were locked into hybrid form, immutable – one of the results of the fusion."

Lilith shrugged. "Hell if I know. The only thing I can guess is that he's changed too, and the connection forced me to change as well."

Blink. "Huh. Makes sense, I guess, as much as anything about you can make sense. I'd want to know just how he changed forms then and what would press him to do so. As nonconformist as he is, only a desperate situation would drive him this far." Avery saw Lilith's features tense and she muttered, "Something tells me this isn't going to be as easy as I originally thought. What's wrong?"

The tension vanished after a second's deep thought, replaced immediately by a grin of manic energy that Avery knew better than to trust. "Nothing, nothing at all. I can't track him like before, so this just means I'll have to be a bit more... creative than usual." Lilith clapped her hands, rubbed them together briskly as if generating momentum for her next course of action. "Right'o. We done here? I've got a client to catch!"

"Yes, we're done here," Avery replied, giving her niece a worried look as the latter quickly threw her clothing back on. "There's just one thing, though - "

"Not now, Auntie, I haven't the time!" Pausing only long enough to tuck in a rogue shirt-tail and to adjust the fit on one of her shoes, Lilith then dashed out of the exam room without concern as to what Avery may have had to say.

"Good luck, you crazy woman," the professor muttered, hand hovering over the key that would print copies of the latest medical imagery for Lilith's records. On a second thought, she instead pressed the 'delete' button and stood back with a sigh as she considered the blank screen. "He's not your client anymore."

* * *

The ship was dim and almost lifeless when Lilith arrived, materializing in the control room in time to hear the door click shut on someone just leaving. "That would have been Miss Jones, I'd suspect," she muttered, sitting down on the one available seat and looking around to see what she could find in the way of clues. Some charring by the door indicated recent assault by an energy weapon of some kind, and a glance upward caught sight of a strange device hanging by a cable from the ceiling, and on an impulse Lilith got up to pull it closer for further examination. When her fingers touched it, she felt an odd flash of memory that wasn't hers - "_I've got to stop being a Time Lord"_ - and she snatched her hand away as if scalded. "I think a few pictures will do. Maybe Auntie or one of her friends can make sense of all of this."

* * *

"Honestly, Yvenda, I have no clue what you could possibly be talking about. Last I heard, our client was safe and sound on Earth in 1913... hardly anything for you to worry about. Standard adventure, you know..."

"You don't sound so sure." Yvenda gave Cameron a studying look, even risked a light probe into his mind to see if he was telling the truth. She was not surprised to find herself rebuffed, his thoughts as readable as frosted security glass, and she smirked when this only confirmed her suspicions. "Something is wrong and you aren't telling me! I'm thinking it would be in our mutual interest if you fessed up now, because I think I'd be a lot kinder than an official board of inquiry." Her smirk tightened when a lowering of Cameron's eyebrows showed that she'd hit home. "So tell me, Cameron, why are you so worried?"

The door then slammed open, Lilith stepping through without thought as to the conversation happening in front of her. "It's the Family of Blood, Dad! They're chasing him because they want his body – another to add to the list! It's disgusting, I know – well, maybe not his body, but his essence! If they get that they can live forever, and that would just be... catastrophic..." Lilith's enthusiasm drifted down and lost steam when she realized that she was being looked at with intense interest from Yvenda and barely camouflaged disgust from her father. "Er, hello. Am I interrupting something important?"

"You think?" Cameron grumbled, feeling the nervous twitch starting up near his left eye once more.

"Only discussing what your client might be doing on my planet this time around," Yvenda added, smirk turning into an open grin as she realized she'd caught something juicy. "You see, I've found his ship and his assistant, but he's nowhere to be found. There's a bumbling schoolteacher named John Smith who bears a stunning resemblance to your dear Doctor, but I have no proof that Mr. Smith is actually him. You wouldn't happen to know anything about that, would you?" Yvenda let out a triumphant laugh when she saw Lilith's face turn sullen. "Then my little friend down in Xenobiology was right! You're human now... or at least your body is... and so is he. The Time Lords are finally dead, and I believe you two are out of business. So long..."

Holding a hand up to her mouth to hide continuing bursts of laughter, Yvenda turned to leave. Cameron's features had settled into a stony, speechless mask filled with rage that he had no problem directing up at his daughter as if this incident were her fault. Lilith returned the sentiment with an icy glare of her own and stalked out of the office as well, grumbling, "I know what you're about to say, Father, and don't you _dare._"


	20. Voting Saxon

**20 - Voting Saxon**

"And you're certain you've found her? The woman in this picture?" A nod in answer to these questions. "Lovely creature if I do say so myself, but what I like the most are her eyes. You only see their color, but I see the mind behind them – so old and filled with knowledge! But you know what else I like about them?" A pause for effect. "Their hatred. I see anger, bitterness, and despair, and I _love_ it! I want her in this office at this time tomorrow evening, because I want to talk with her."

"With all due respect, sir, you already have Lucy – "

"So I do. But she is a trophy, a showpiece. I look at this picture and I see an instrument! Do what you have to, but I must speak with Lillian Smith."

"As you wish, Mr. Saxon."

* * *

"And they call this crap 'reality' programming?" Lilith made a rude gesture at the television set with one hand as she shut the device off with the other, then flopped back on the sofa with a disgusted grunt. "If this is what I have to look forward to as a civilian, then count me out. I'll go count paper clips in Supply, but this...? This is Hell, no doubt of it."

Try as she might to avoid it, sleep soon came to her as she reclined on the dusty, tattered couch. The apartment she now rented was smaller than she was accustomed to, but it served as refuge enough from the stares and snickers waiting for her back at the Commission's headquarters. _They'd hardly expect me to hide at the scene of so many of my most humiliating mistakes,_ she'd reasoned as she scanned classified ads and other similar publications to find a suitable hiding place on Earth. By her reckoning a month had passed since her departure and, despite entreaties from her father and others to return to her work, Lilith vowed to remain in her bolt-hole until her own emotions stabilized. _Call it a leave of absence. Hell, it's not like I get paid much anyway._

The dreams came once more to her, leaping down into her vulnerable mind in an assault that she'd almost come to expect but could do little to combat. _The way he looked at her, said her name, kissed her _–As the memories played back through her mind in excruciating detail Lilith could feel hot, helpless tears trickling from between eyelids pinched shut in wretched denial of a situation that she knew to be true no matter how much she wished otherwise. _And to think that he would have taken her along with him given half the chance!_

An unaccustomed sound rescued Lilith from her torment but set her on edge when she realized what it was. "Who on earth could be calling me? It's an unlisted number." With great unease she picked up the receiver and pressed the button to connect the call. "Hello?"

"_Lillian Smith? I'm calling on behalf of Mr. Harold Saxon of the Ministry of Defense..."_

Lilith's heart skipped a beat when she heard the name. Something about it seemed so familiar, something beyond everything that she'd read in the news leading up to the ongoing elections. "This is... this is she. How can I help you?"

"_A car will come around for you at your home tomorrow evening at five. Mr. Saxon would like to meet you, so please be appropriately dressed."_

The other end of the line then disconnected before Lilith could ask further questions, and with a frown she replaced the receiver in its cradle as she wondered what had happened. She scratched her head in puzzlement, then rose from the sofa as thirst pangs hit and went into the kitchen to get something cold to drink from the fridge. In an unusual feat of uncaring, she leaned up against the counter to swig the orange juice straight from its carton instead of pouring it into a glass as was her habit. No sooner had she taken the first sip, though, then her body erupted in pain once more. It was enough to drive her to her knees, cradling her throbbing head in her hands as the abandoned juice carton trickled its sticky ruin across the linoleum. "Son of a bitch," she grumbled when it was at last over, wiping her face clean with a shirtsleeve and surveying the mess she'd made in her seizure. "It wouldn't be too much to ask for a bit of warning before you go rewriting your genes, now would it?"

Some time had passed before Lilith could rise once more, and with trembling hands she mopped up the spilled juice from the floor so that it would not become a hazard later on. It took what remaining shreds of energy she possessed to stumble to her bed and fall back amongst the tangle of blankets and sheets, and as she lay there she heard her father's voice break into her thoughts. **You can come back now, Lilith. Everything's back to normal, and believe it or not, we still have an office...**

She knew that this was as close to a concession as she would get from her father, but Lilith nonetheless shrugged it off and nested deeper in the sheets. Along with the comforting rhythm of dual hearts restored to rightful order, the quiet echo of a strange presence could be felt just beyond the normal range of Lilith's senses and for the briefest moment she thought she could hear the phantom echo of a percussive beat. "Drums? What the hell..." But then it was gone and, passing it off as the hallucination of a fatigued mind and body, Lilith let herself pass once more into sleep.

* * *

_Anyway, why don't we stop and have a nice little chat while I tell you all my plans and you can work out a way to stop me? I don't think!_

Pleading: _I'm asking you, really properly, just stop, just think._

_Use my name._

_Master..._ Then, in a repentant whisper, _I'm sorry._

_Tough!_

The final phrase, spoken in curt triumph, was enough to snap Lilith awake. She still felt the residual ache of the genetic recombination in her flesh, but now she became aware of the faint hum of a headache in the back of her mind – _the same thing when I saw my own future all that time ago,_ Lilith realized, swallowing in a dry throat. _Was that the future too?_

Lilith untangled herself from the knotted bedclothes and swung her legs over the edge of the mattress, forcing herself to sit upright as she knuckled sleep from her eyes. "Well, if it is, I can't honestly say that I'm sorry," she grumbled, looking over at the clock on the nightstand. "How I'd love to see him humbled, even if it's by a man with an overstuffed ego and a goofy title to match. Ah well – " she yawned, stretched, idly scratched at an itch between her shoulders " – looks like I've got a bit of shopping to do. Heavens forbid that the esteemed Mr. Saxon see me looking like a scruffy layabout, even if I actually am one..."

* * *

"Sir, your five-thirty is here and awaits your convenience."

A quick glance at the clock, then, "Fantastic! I do love punctuality. Send her in."

"And what shall I do for dinner arrangements? The usual at a quarter 'til?"

"Yes." An incisive line drawn through a section of text, followed by an amendment scribed above it. "And please send word back to Lucy that I will be late once more. That is all."

"Yes, sir." The orderly nodded once and withdrew, leaving the occupant of the office in solitude for a short moment before the door was opened once more. This time it framed a woman in her mid-twenties, the dark cast of her clothing contrasting with her pale coloring in an otherworldly symmetry that made Harry Saxon glance briefly down at the photograph tucked away on his desk blotter to make sure he'd gotten the right person. "Mr. Saxon? Lillian Smith, your five-thirty."

"Thank you." Turning his attention to the young woman, he rose from his seat as a matter of courtesy, allowed her a small smile and raised a hand to beckon her into the office. "Please take a seat, Miss..."

"Mrs. Smith, sir, if you please, and thank you." A wary gliding gait brought her to the other side of the desk, where she paused long enough to accept the extended hand and clasped it briefly in her own in greeting. She colored slightly when the grip was returned and held for two seconds on the wrong side of polite and quickly took a seat once freed to do so. "It is an honor and a pleasure, Mr. Saxon. What may I do for you?"

Saxon returned to his seat as well, replacing the cap on his pen and setting the loose papers aside so that the desktop was clear. "That is a loaded question, madam, especially in politics. My apologies for my rudeness, also – I didn't realize that you were married."

A thin smirk. "Unfortunately so. And apologies aren't needed, seeing as I'm at odds with the man right now anyway..." She shrugged, let the thought drift off unfinished. "That's not important."

"Oh, but of course it is. If I am to lead this country correctly, a bit of philandering at the get-go looks a little _off._" A deepening of the blush showed this last remark to be particularly effective, and his smile widened. "No, Mrs. Smith, I'm not here for anything of that nature – not unless you wish to discuss it over dinner. I called you here to talk about your current employment status and to see if there is anything that might tempt you to join me."

"_End of the universe. Have fun. Bye-bye!"_ Then a whooshing scrape of engines and other machinery brought to life, the last remaining TARDIS in the universe vanishing and leaving its rightful passengers behind in certain peril –

Lilith blinked when she realized that Saxon had stopped talking, thanking luck that she'd been at least partially listening to what he'd said after sitting down once more. "Erm. Well, I really don't see why you'd ask that in the first place, sir. I'm little more than clerical staff, a field investigator if you really want to stretch it. Nothing special." Something about this man was making it difficult for her to think clearly, much less form a cohesive sentence. _What is it with me and charismatic, dangerous men?_ she wondered, then added, "I'm also on sabbatical from work at the moment. Trying to get the domestic side of things straightened back out so that I can focus on getting the job done right."

"Is that so?" A mock-pout that, in spite of the recipient's own misgivings, was found charming enough to merit a genuine smile. "Well, not to sound like a cad, but no man could possibly be worth turning down a position as a personal assistant of the future Prime Minister of Great Britain. The job is there if you want it, Mrs. Smith – may I call you Lillian? – and all you need to do is say yes. I do hope you will."

"You seem very confident." Lilith forced herself to be calm, tried to reinforce her mind against the waves of genial assurance emanating from the man across the desk like the most pleasant poison. _I want to trust him. Everything says I should, but the smallest part of me is saying that this is so wrong! Who am I to believe?_

"Why shouldn't I be? I have the love and respect of my countrymen – and women – behind me." A pause and a tiny wink. Any further speech in this vein was cut off by a brisk knock on the office door. "And that would be dinner. You wouldn't think me presumptuous to have ordered something for you as well...?"

* * *

"No, ma'am, I haven't heard anything from her for some time. I know she's still alive and well – I've contacted her several times, but she refuses to listen." Cameron sighed, ran hands through thinning hair, and tried not to let his agitation show in his voice. "She did this all the time when she was little, Curator-Prefect. When something wouldn't go exactly the way she wanted she'd run off and sulk until she came to grips with it, and once that was done everything would be fine."

Cameron thanked providence that this was an audio-only call so that Belrac could not see the muscles tightening in his jaw while he listened to her response. "I know that this is unacceptable behavior, ma'am, or it would be in normal circumstances – but you would have to agree with me that anything Lilith touches immediately falls outside the range of 'normal' or 'acceptable.'" A low grumble of distaste under his breath, then, "I beg to differ with you, ma'am. In the last conversation I had with her before the Chameleon Arch incident, Lilith said that she noticed a strange presence on Earth, similar to that of the Doctor but ever so slightly different. She was going to investigate, but then we were interrupted by a certain Field Agent from Earth trying to pronounce us dead and defunct." Cameron winced at the rather potent phrasing used by Belrac in reply to this, hastily saying, "If that were anatomically possible, Curator-Prefect, I would suggest it to her at the next available opportunity. In the meantime, I'll pass on your warning. Thank you, ma'am."

The line then went dead, and Cameron fished a handkerchief out of his jacket pocket to dab at the sweat that had misted his forehead during the exchange of words with his superior. "Damn that girl! Of all the times for her to get all eccentric and emotional and squirrel off on me..." He then heard a polite but insistent tapping on the door leading to the hallway, and without thinking he snapped, "Yes? What is it, what do you want?"

"_Chan_, it's Caseworker Shentho of the Malmooth of Malcassairo, _tho._" _Malcassairo? What the devil do _they _want with me?_ Cameron shot a glance back over his shoulder at the readout that his daughter had placed on the wall some time ago and, due to its utility, he'd seen no reason to remove. "_Chan_, it seems we may have a problem, _tho._"

After pocketing the kerchief once more, Cameron pressed the door control to allow his colleague entry. As was accepted practice amongst the Caseworkers, Shentho had assumed the physical form of her client race as well as their idiosyncratic speech patterns and thus Cameron found it hard not to giggle at her presentation as a visibly nervous blue insectoid in a business suit. "If it has anything to do with my client, I'm afraid it hasn't happened yet. He's still stuck on 1960's Earth."

Shentho shook her head, twitching antennae amplifying the gesture. "_Chan, _that's not it! It seems another one of his kind has appeared on my planet, _tho."_

This brought Cameron up short, tensing every fiber of his being. "Another Time Lord? You know this how?" He saw the unease in Shentho's eyes, noticed her open and close her mouth several times as she tried to decide on how to politely phrase what was certain to be awful news. "Blessed Elder, Shen, don't be genteel with me. Spit it out – if one more of them survived, I need to know!"

"It was Chantho, Mr. Cameron. I'd recruited her to be our Field Agent as her race died out, passing on observations about the rest of the planet – and she started working with a human named Professor Yana to build a rocket to evacuate the human inhabitants. She adored him, dangerously so, and was justifiably surprised when he – when he – " Shentho raised a hand to rub her forehead, shook her head apologetically. "So sorry, Cameron, sir. Her last reports to me were so jumbled, but when she told me about his pocketwatch I knew I had to tell you. He called himself the Master, sir. Does this mean anything to you?"

Cameron was silent for a moment, processing this information and comparing it with his own memories as Shentho stood by. "Yes... yes, it does. Thank you for telling me, as it seems I now have some explaining to do."

"_Chan..._" In her nervousness, Shentho returned to her usual stilted speech patterns, hesitating to talk while she tried to interpret her colleague's reaction. "Is this bad, _tho?_"

"Yes, it is very bad." Cameron brought his hands up to cover his face briefly, and when he lowered them again Shentho could see a cold anger burning like balefire in his normally placid grey eyes. "You see, Shentho, calling the Master a madman is putting it very, very mildly. He is brilliant. He is insane. He is a murderous psychopath, and I have a sinking feeling that my daughter is somehow tangled up with him in a most unpleasant fashion. Please excuse me now, and thank you once more."

* * *

"No matter what the conditions are at your current place of work, Lillian, I think you'll find working with me a good deal more pleasant." Dinner had since been completed and the dishes removed. A visibly flushed Lilith perched on the edge of the desk with a partially-emptied brandy snifter cradled in the palm of one hand and idly dangled a loosened shoe from one foot as she listened to Mr. Saxon speak. "For one, I don't think you'd be allowed to drink on the job, now would you?"

"Not usually, no. But is it not a custom to seal a deal over a friendly cup of cheer?" As if to demonstrate, Lilith took a sip from the glass and then set it aside with exaggerated care. "I do love the man, but he can just go take a flying leap on this one. If he asks what got into me, I'll just tell him that I did the right thing and voted Saxon."

"Then I shall welcome you to my staff with open arms. Now that we've concluded this bit of business, I think it's time we parted ways for now..." Rising from his seat, Saxon leaned forward and brushed his lips along Lilith's cheek in a light kiss, pausing only long enough to murmur in her ear: "I think we'll work together quite well, Lilith. Goodnight."


	21. Dancing to a Different Beat

**21 - Dancing to a Different Beat**

"I am" Lilith cupped a handful of water in her palms "singularly" brought it up in a splash "and irrevocably" she repeated the gesture "_screwed_." She stopped to consider the beads of moisture sparkling on her face, shook her head once to clear it, and then reached for a paper towel with which to tidy herself. "I swear one of us is going to sign a deal with the Antichrist one day and it will be the death of us simply because we refuse to break our word." Channeling all of her rage and frustration into one simple gesture, she flexed her hand and crumpled the towel before pitching it into the trash. Lilith then gathered up her belongings and exited the lavatory in what she hoped was a sufficiently dignified fashion, crossing through the halls and nodding in polite greeting to the other members of the Saxon campaign team that she met on the way.

A quick look at her wristwatch – an elegant gold-plated number given as a welcome present by her new employer – showed that Lilith still had ten minutes before she was expected to deliver her latest batch of reports, and she breathed a sigh of relief as she approached the office and knocked on the door. "Mr. Saxon? It's Lillian, and I have the census results you requested."

The muted response from within bid her to enter, which she did with as quiet of steps as possible so as not to disturb the occupant. "You're ten minutes early," said Saxon, lowering his newspaper only enough so that she could see his eyes over the top of the page. "You know, I heard a saying once: If you're ten minutes early, you're on time. If you're on time, you're late, and if you're late... you're dead. What do you think of that?"

"It is a good thing that I'm not late, then," Lilith remarked with a shrug, arranging her armful of folders on the desktop for easy reach and perusal. "About the census, sir - "

The paper snapped down to reveal the whole of Harry Saxon's face, deadpan in the manner that Lilith had learned to be wary of in the month that she'd spent on his payroll. "Who cares? It'll say exactly what I said it will, and it says that in less than one week I'll win the leadership of this country." The expressionless mask then broke into the wide smile that Lilith trusted even less. "Besides, Lilith, all I wanted was another excuse to look at you. You really are something else, you know that?" Not knowing what to say to this, Lilith bit her lip and looked down to the carpet between her feet. "Oh, come on now. Is it really that great of a problem that someone thinks you're worth a second or third look? Didn't that despicable husband of yours ever tell you that you're pretty, or is he a carefully crafted work of fiction as well?"

"I'm not quite sure what you mean, sir."

"Oh, I'm sure you do, but I think I like this game. Normally I don't like it when people are less than honest with me, but when you play your cards this close to that admirable chest of yours it gives me something to anticipate." A pause to let this sink in, then, "How's that new apartment doing? Hopefully better than that pit you were living in earlier."

"It's... discreet, sir. Quite comfortable." Lilith flushed, flicked an imaginary ball of lint from her coat sleeve to avoid looking at the wolfishly grinning Saxon. "And far more convenient than the staple in the ass that I got last time we had one of our, ah, work sessions. If I may be frank, sir, please be so kind as to remove your office supplies from the desk in the future."

Sympathetic wince, then, "Will do. And here I thought that gasp of pleasure was because of me – and heaven forbid we ruin that divine tush of yours. I'll be around sometime tomorrow evening, so make sure your schedule is clear."

"Of course, sir." Lilith bowed slightly in acknowledgment, turning to leave after receiving a playfully dismissive wave and doing her best to maintain her usual facade of serene competence as she returned to the hallway.

This was, of course, disturbed by a silent interrogative from some space and time away, the emotion clear even across the distance. **Just what the hell do you think you're doing!** The mental thunder of her father's outrage almost caused Lilith to stumble in her steps and then give a quiet sigh of relief when she realized that no one had seen her. **I'm of half a mind to drag you back now and recommend you for immediate dismissal - **

"Only half a mind, Dad?" Lilith wondered aloud. _Lilith's Practical Life Lessons, No. 689. Surviving Cubicle Warfare: While having an affair with your boss is technically inadvisable, it is nonetheless a pleasant way to pass an otherwise boring week at the office._ She then forced the intruding presence out of her mind and continued on her path as if nothing had happened.

* * *

"Damn her! I would hope to higher powers that she's got some ulterior motive on this one and that she's only hiding it under a thick layer of crazy!" A brief sting of pain in his palms made Cameron realize that he'd broken the skin in his wrath and he quickly uncurled his fists. "The audit starts tomorrow, I've got one hell of a loose end to tie up, and my Field Agent is off having a grand old time fooling around with it. Waiting for the damage reports to come in seems like a slipshod way of doing things, but if it worked for my daughter while she waited for me to come back, it'll have to work for me while I wait for her to come to her senses. Time to start doing some research, then..."

* * *

"You want me to tell you what happened in 2008 on my planet?" Malfect, the designated Archivist for the Earth-Human Office, rolled his eyes. "A lot of things happened. Petroleum rose in price to one hundred American dollars per barrel. Cloned food products were declared safe to eat in the United States, meeting with dubious feelings there and elsewhere. The first National Fetish Day was celebrated, bringing new public significance to the color purple. Iran launched its first space rocket. The Space Shuttle _Atlantis_ was launched without incident, a bright spot in the American space program's recently checkered operational history. Fidel Castro was revealed to be a masterfully-maintained cybernetic construct, as was Dick Clark, and similar suspicions about Dick Cheney were entertained by the masses but carefully suppressed by conservative pundits. Delusional pop singer – and I use the term _singer_ very loosely – Britney Spears was finally sectioned, causing a massive swath of depression amongst drag queens, teenage boys, and tabloid rags but widespread relief elsewhere – "

Cameron waved his hand in a cutting motion to silence the Archivist, snapping, "Lovely, I'm sure, but give me something pertinent. I'm looking for a significant world event that shouldn't have happened but did, something that just doesn't fit!"

"Cameron, man, that happens all the time. Earth is the Planet of Not Quite Right, but if you insist..." Malfect turned to his computer terminal and cracked his knuckles once before setting to work at a dizzying speed, scanning through results and refining search terms with an alacrity that made Cameron's mind spin. "It would be reasonable to assume that I should focus my efforts on the United Kingdom, seeing as your client seems to show a marked preference for said region. Chuck out the usual reports of hooliganism, terrorism, and general extraterrestrial influence..." With a dramatic flourish, Malfect stabbed the 'return' key and waited for the answer to come up. "Harold Saxon, elected to the post of Prime Minister in 2008 by a stunning majority. At first blush he seems like your standard upright fellow: higher education, established in business, happily married, published author, working for the Ministry of Defense, blah blah blah..." Shrug, then, "But if you look closely at history before the year 2007, he didn't exist. It's like he just showed up out of nowhere, said, 'Love me, people of Britain,' and they did! For all of their rambling about individualism, humans have a disturbing herdlike mentality, wouldn't you say? No wonder the Sycorax called them cattle."

Cameron shuddered. "I'd agree there." He cast an idle glance over at the central image on Malfect's readout, a slender male in his late thirties wearing a sharply tailored black business suit and a disarming smile. "You're right, he appears pretty harmless. But wait a minute - " The Curator squinted at the figures in the background of the photograph, pointed at one for Malfect's benefit. "Can you get a closeup?"

"Sure thing. That someone you know?"

"I'd hope to god no, but the heavens seem to be ignoring me as of late." The image was enlarged, enhanced, and Cameron shook his head. "Score one more for divine amusement. Does that photo happen to have a caption of any sort?"

"Yeah, it does. Harold Saxon and executive staff... according to the caption, the one you're looking at goes by the name of Lillian Smith. Another anomaly, now that I think about it – want me to run a search on her too?"

"No, no need. I know her all too well." A sigh from the Curator. "Everything that you told me about this Saxon person and anything else that you can find – get it on my desk within an hour."

* * *

"Well, Cameron, everything seems to be in order. Your transition back to authority has not been without its glitches, but congratulations are due on a job well done. A special commendation is in order for your superb dedication to duty by returning even when circumstances would have earned you a special pardon had you chosen to act otherwise." The Special Auditor closed the last of the file folders in front of him, looked up at the pale and visibly perspiring Cameron. "The inquisition is over, Curator, and you have been found without sin," remarked the Auditor with a dry smile. "Pray tell, what has you so nervous?"

"...The incident on Malcassairo, sir. Surely you read the additional notes provided by Caretaker Shentho of the Malmooth and Archivist Malfect of Earth?"

Nod. "Of course, and they were given due consideration. No matter how stringent of a threat you believe this Harry Saxon to be, though, we cannot violate the non-interference directive." The Auditor watched calmly as Cameron turned deep red in disbelieving anger. "Blessed Elder, what do you expect us to do? Assassinate the man? If indeed he is a surviving member of your client race, why would you want us to eliminate him? No matter how bad of a person he may be, that would be like the Frebes asking us to kill their Mokthar S'srelian, or the Earthlings wanting us to get rid of Adolf Hitler. History must take its course, Cameron. Surely you know this."

"History killed my wife, Auditor, and so did our damned non-interference directive." Cameron took a deep breath, let it hiss out through clenched teeth. "I ask you, please read the files on the Master. The Earth is a critical fault line in the map of its universe, with so much untapped potential – if you let him rise to power on Earth, what's to stop him there?"

"We understand your concern, Curator – " a special emphasis on the title " – but this audit session is over. Your protests have been recorded and will be forwarded on to the appropriate authorities. Please return to your office." The Special Auditor allowed a mote of warmth to creep into his smile, a tint of emotion that did not reach his eyes. "Oh, and when you next speak to your daughter, pass on our encouragement for her new line of work. While her methods are unorthodox, her fidelity and enthusiasm have not gone unnoticed."

Cameron allowed himself a curt nod to acknowledge the judgment of the audit committee before making a swift and silent exit. "Enthusiasm, yes, but fidelity – my ass!" he growled once in the sanctuary of the hallway, then willed himself back to his office to think over his next course of action.

* * *

"The poll results come in tomorrow afternoon, Lilith. Are you ready?" A frown into the mirror and a surreptitious tug at the tie with little effect. "It's only the first step in a glorious path – first Britain, then the world! And beyond that – "

Lilith made a faint scoffing noise, moved from where she stood observing to stand at his side. "Give up, Harry, and let me take care of it. You've always been rubbish with neckties." With a few deft movements, the kin of which had loosened the necktie around two hours previously, Lilith untangled and reknotted the fabric and then tightened it with an expert tug. "There you go. Not like I can blame you, though, seeing as you've never been the type to wear them."

Before she could remove them to safety, her hands were snared in a tight grip and her chin tilted upward to meet a decidedly mirthless gaze. "Oh, so you finally decide to play your hand, Miss Curator? Or is that not your title anymore?"

Lilith flushed and tried to free herself, but to no avail. "No sir, it isn't, and it would be in your best interests to let me go." Her request was met after a few seconds' further delay, the grip tightening to the point of pain for a moment before being released. "So tell me, Mr. Saxon, what do you know?"

"Well, the two hearts filled in whatever the files didn't tell me, which was quite considerable." A tiny smirk, then, "If you're so all-powerful, why haven't you made a go at this planet yet? How about the universe? Hasn't it ever occurred to you?"

"Plenty of times." Lilith massaged her wrists, flexed her fingers to get circulation running back through the tissue. "But I haven't because of two reasons: one, it's not my place. It never has been, and it never will be. Two, it would break his heart."

"Whose?" The smirk turned ugly, twisted into a sneer. "Let me guess, our darling Doctor. Don't tell me his genes have damaged your brain as well."

"Nope. I said 'heart,' singular, not 'hearts.' Talking about my dad – he's already blown up once, and I do mean that literally, because of work-related stress. I don't want it to happen again."

This remark deflated the sneer, replacing the inherent distaste with a tinge of puzzlement and disbelief. "So what's in this for you? Power, prestige, or just a good laugh to keep you warm at night?"

"As appealing as those options are, no. You see, Mr. Saxon, we have a mutual antagonist - I just happen to be married to him."

Saxon's disbelief could not be contained and leaked out in a spurt of astonished laughter which only amplified when Lilith rolled her eyes disgustedly. "Oh, this is too rich! You really are having problems at home, and you're working with me just to be a thorn in _his_ side? You are a precious woman, Lilith! Just what I expected from a girl named for a soul-devouring she-devil."

Lilith blinked as she received a jubilant kiss on the forehead, thinking,_This isn't how I expected this to work. Sudden painful death, maybe, but vicious glee?_ "Minor correction, sir – Lilith is a demon of the night that devours small children, a divine prostitute, or the wife of Asmodeus, who is in turn a demon of lust, gambling and revenge."

"Same difference, my dear." Another kiss, this one on the lips and fierce in its possessiveness. "Either way, I see a career for you in human resources. Goodnight, and I will see you tomorrow."

Lilith remained where she stood even as the front door closed, turning the events of the past hours over in her mind in puzzlement and wonderment. "Sweet Matriarch, the man's insane," she muttered, raising a hand to her yet-tingling mouth. "Great between the sheets, but nuttier than a sack of trail mix otherwise. I think that's why this whole thing is so tolerable..."

A sudden sharp pain erupted in her chest, punching through nerves and flesh with the force of a gunshot. Coughing, Lilith sagged to her knees as she checked her body for actual injury and found none. Then darkness washed over her, pressing her to the carpet with the weight of a crushing hand as echoing drumbeats ricocheted through her unconscious mind.


	22. Trust Issues

**22 - Trust Issues**

_I told Harry that I was sick, that something I'd eaten combined with campaign stress was leaving me a bit under the weather and that I probably couldn't make it to anything official today. He knows I'm not human but isn't familiar with my physiology, probably knew I was lying but still swallowed it like the candy-coated turd of a tale that it really was. _Lilith paused, tapped her pen on the page for a moment's thought, then continued her musings. _The truth is, I didn't want __him__ to see me involved with this. Harry'd probably have me up on television with the rest of the grinning sycophants, and that would be disastrous. Not only because it shows that I'm in league with 'the enemy', but moreso because he could tell that I'm enjoying this far too much. Would it break you, my dear man, to know that while I may not be the hand of power, I've worked my way into its nerves?_

She put the diary down and reached for the television remote, not so much as from a desire for information as for satisfaction in her own choices. The tingling sense of proximity had become stronger within the past half-hour, and as Lilith switched channels to one of numerous news broadcasts she muttered, "So you survived the end of the universe? Let's just see how you like this, dear..."

Lilith suppressed a grimace as the film clip unwound, the newly-minted Prime Minister giving his wife a none-too-subtle smooch for the viewing public. He turned to the cameras, projecting an aura of solicitous concern that made Lilith's stomach twitch, then said: "This country has been sick. This country needs healing, this country needs medicine. In fact, I'd go so far to say that what this country really needs... right now... is a Doctor."

"That just confirms it," Lilith muttered, wrapping herself a little bit tighter in the blanket that she'd dragged from her bed to the sofa. "Not only is he charismatic, utterly fudged in the head, but he's completely full of - " The intercom by the door chimed, and with a sour grumble Lilith lurched up from the sofa to answer the summons. "Yes? This had better be good..."

"_There's a man here with a delivery that he says is for you."_ Lilith smiled briefly when she recognized the voice of the doorman, a smile that turned puzzled when she heard his next words. "_Some mighty spendy looking flowers, miss. I think we both know who they're from."_

"Oh, I'm sure we both do, but we both aren't going to say anything, are we?" A chuckle and affirmative to this. "So, what kind of flowers are they?"

"_Delivery man says they're red camellias, miss. Do you want 'em or not?"_

"Of course I do. Send the guy up, will you?" The flowers were installed in a vase a short time later and, after admiring their beauty for a moment, Lilith opened up the card that had come along with them and read the words aloud. "So sorry that your lovely face couldn't be up in lights with the rest of us on a truly epic day. Your job will be waiting for you when you're feeling up to it, and who knows – you might just see a few new faces. I'm also thinking of taking a doctor on staff but I haven't found one that fits the bill. Do take care of yourself, and see you soon." She closed the card, put it back in its envelope, and jammed the paper in the back of her diary for safekeeping. "Yep, that confirms my earlier conclusion – full of it."

* * *

"Just stand there and... look gorgeous?" Letitia Jones shook her head in puzzlement. "That may have worked earlier today, but now that things are settled..." She paused, glanced down at the sheet of paper that had been passed to her in the hallway by a nameless aide, then compared it to the shiny brass nameplate freshly affixed to the door in front of her. "Personnel, Resources Planning and Development – Lillian Smith, Esquire, Chief of Staff. Guess this is it."

She'd no sooner reached her hand up to knock on the door than she heard a woman's voice from within: "Come in, Miss Jones. It's open."

Letitia did as bidden, cautiously opening the door and stepping through. "I'm really not sure what I'm supposed to be doing here, Miss - "

"Mrs. Smith. I'm married, and a simple 'good afternoon' will do for now, Miss Jones." A brief reproving glance at the stunned younger woman and the door left ajar. "I will refrain from the usual commentary about barns and simply ask you to shut the door behind you when you come into my office. There's coffee if you want it, and please take a seat when you're ready to listen to what I have in mind. In the meantime, feel free to ask questions as I'm sure you're full of them."

The coffee was fresh, hot, and strong, and Letitia blinked uncertainly when she noticed that it had been prepared in the office from a domestic coffeepot. An empty mug bearing a faded winter scene sat waiting by the pot for guest use. A surreptitious glance back revealed an equally shabby mug printed with frolicking kittens, a jarring contrast with the meticulously manicured hands that held it. "Did you bring the coffee set from home, ma'am? No insult, but it looks like it came from a charity shop."

A quiet chuckle. "Quite the telling remark, Miss Jones. You think I'm uppity but at the same time find it silly that while I am allowed my own office I don't quite merit the beverage service that everyone else does." A dismissive hand wave upon hearing the affronted noise this comment brought. "I'm not offended. I was appointed to this newly-created position with leverage to do what I see fit so long as it meets stated goals, so what I lack in the posh factor I more than make up for in the authority department. Mr. Saxon trusts me, and in the end that is all that matters."

The matter-of-factness with which this last statement was uttered caused Letitia to turn and stare anew at her supervisor. Her awe was met and matched with an even, cold-eyed gaze that provoked a flash of memory - "Pardon me if I seem rude, ma'am, but have we met before? Right outside Royal Hope Hospital, wasn't it?"

"Perhaps." A calculated pause, then, "If we are done chit-chatting, Miss Jones, it is high time we got down to business." The ice-blue eyes then gave a significant glance to the chair in front of the desk and, following the unspoken hint, Letitia took a seat and waited for instructions. The woman behind the desk took a long sip of coffee, then set her mug down on a coaster and thought her words over for a moment before speaking. "While I personally think you are above the scut work, our dear master has told me that he has something else in mind for you. You are to attend Lucy Saxon hand and foot and make sure she wants for nothing. Maintain her schedule, make sure she is given space away from the press, you get the picture."

The faintest trace of a sneer curled the crimson-tinted lips as these words were spoken, emphasizing the hue of drying blood repeated in the flawless manicure and lowly-cut silk blouse worn by Lillian Smith. Letitia suppressed a shiver – _Looks like a vampire, she does. That kind of red just isn't her color – _and said after a moment, "You don't seem to like Mrs. Saxon."

A derisive snort this time. "She just drifts along in his wake, basks in it. A woman with that position of power should use it. But what can I say? Harold Saxon does take care of the ladies in his household. Now finish up that coffee and run along. I have other things to attend to."

* * *

"Now don't get me wrong, Mum – I do love the job and I'm not about to look a gift horse in the mouth, but it's starting to get a little bit weird! He sacked his Cabinet right out of the gate without a word to us as to why, and now he's set up his mistress with a staff post!" Pause, then, "Yeah, that's right, I said _mistress. _Everyone around here knows but won't say a word about it because they know better. The woman's got guts – she's married, even, and not exactly private about what she's up to. I pity her husband. Poor guy! What's going to happen in that home when he finds out his wife's been stepping out with the Prime Minister?"

Letitia stopped long enough to gather breath and to listen to her mother's reply, then said, "But she's a scary woman, Mum. Have you seen her? Like a python – pretty in a coldblooded sense, tightly coiled, then piss her off and _wham!_ Chokes the life out of you. I swear I almost died in her office this morning when I told her that her coffee cups looked like they came from a charity shop, and she oh-so-nicely told me to bugger off except not quite in those words. Squeezed me to death with politeness!"

A new voice interjected from beyond the barely-open door, causing Letitia to break off her conversation for fear that she'd been overheard. "Miss Jones? Not that I mind you taking a break from time to time, but this is getting excessive. If Mrs. Saxon doesn't have work for you to do, then I'll find something..."

"That's her, Mum – the Snake Lady. Sorry, but I've got to go." Sighing, Letitia bid her mother farewell and ended the call, pocketing the phone as she dashed back down the hallway away from the commanding voice.

* * *

"Ah, there you are! I see the thrill of victory has helped you to make a truly miraculous recovery." Pause, smirk. "I trust the new office is to your liking, Lilith? I told you I saw a future for you in human resources."

"Thrill of victory, nothing." Lilith rolled her eyes. "I told you it was indigestion, Harry. A bit of pepto and some bed rest was all I needed, then back to work. The flowers were a bit much, too – could you be any more obvious?"

Harold Saxon flicked the blinds closed against the gloom of the rain outside, then turned to the visibly sulking Lilith who stood nearby with arms sullenly crossed. "I just wanted you to know you were missed. Come on, Lilith, where's that smile? Things are going just as planned, even to that good-for-nothing wet blanket of yours showing up with the circus in tow." When even this failed to bring a reaction, he switched tacks and reached a hand out to lightly caress the stony face glaring defiance at him. "Oh, you're upset because my people had your darling assistant arrested. Don't worry – you can get a hundred more once we've made contact."

"You're getting warmer," Lilith grumbled. "Don't give me gifts that you don't intend to let me keep, Harry. It makes me lose what slim margins of faith I have left in you."

"Oh, but that implies that you had faith in me to begin with." A rueful head-shake, then, "But we both know differently, Mrs. Smith. Tell me, when do you plan to let the other half in on your little game?"

"That's none of your business." Lilith broke away from the comforting touch on her cheek and moved for the door. "In the meantime, I've prepared the reports on available population and material resources and facilities needed for their use."

"All of that, in a few hours? I'm impressed."

"You've hired a Caseworker, Harry. Paperwork is what we do." Sigh. "It'll take you a year. You'll strip-mine the planet and work its people to the bone, but you'll get the fleet that you want. It's doable – barely so, but doable. Is there anything else that you need from me for tonight?"

This last comment earned a devious quirk of one eyebrow, then a muttered, "Need, no. Want, yes... but you've done well. I'll leave you be for now because you'll be busy enough come tomorrow." A second thought occurred. "You know my name. Why don't you use it?"

Lilith laughed aloud, a short snap of dry mirth. "Because it's silly, that's why. Call you that in public and it sounds like one of us is entertaining delusions of grandeur. Master..." Another laugh. "God, it sounds like bad science fiction. Sweet dreams, Harry."

"And the same to you, my dear."

* * *

"They call themselves the Toclafane. Have you heard anything about them?"

Avery frowned down at the photographs that had been tossed across her desk, grainy due to their origin from film recordings. "Can't say I have, and I've been around a while. Where did they say they were from?"

"That's the thing," said Cameron, mirroring his sister-in-law's concerned expression. "They haven't. Just like Saxon, showing up out of nowhere and promising gifts for the gullible population of Earth."

The professor bit her lip as she held up one of the images for closer examination, then threw it back down to the desktop to rest with its fellows. "Something is rotten in the state of Denmark, if I might borrow the phrase. Don't worry, Cam. I'll get on it and get back to you."


	23. A Head Full of Traffic, A Siren's Song

**23 - A Head Full of Traffic, A Siren's Song**

"Citizens of Earth, rejoice! Your Lord and Master stands on high!" Lilith released the public-address system switch long enough to draw in a deep, ragged breath and compose herself before continuing. "Your diligent work has not gone unnoticed, and tomorrow it shall come to fruition as we make our mark upon the stars. Stand strong and proud, serve your Master, and join him in glory." She sank down into the foreman's chair and rested her head in her hands as she gazed out over the factory floor where the last batch of parts and pieces were cobbled together in preparation for the following day's events. "We've got to make this work. I told him it would work, and he won't be pleased if something falls through."

The normally firm voice of the foreman intruded on her thoughts, timid now as if he approached a deadly beast. "It's Platform 331, ma'am. Minor accident, had to remove three of the workers. We're going doubletime now to catch up."

Lilith spun in the chair to face him, noticing that the human involuntarily lurched back a step and allowing herself a small smile. "I don't care if you have to go down there yourself, you maggot-infested piece of rot. The Master will be most perturbed if his work is not completed on schedule, and if the Master is not happy, then I am not happy. And what happens if I am not happy?"

"No one here's happy if you're not happy, ma'am. I'll make sure it's fixed, don't worry!" Eager not so much to get back to work as to get out of the presence of this malevolent being, the foreman scuttled out of his own office and left Lilith alone in peace.

_Maybe if I howl just a little bit louder I can drown it out,_ Lilith thought, clenching her fist and ignoring the warm biting trickle indicating that she'd caused injury. _The aging of the Doctor dragging on my soul, the screaming of the TARDIS as you corrupt it for your savage games – and then the drums. Always the drums, driving me to distraction._ Raising bloodied fingers to her lips, Lilith absently dabbed at the crimson stain with her tongue to clean it, then ran her hand along her skirt to dry it. "If that airhead wife of yours doesn't shoot you, Harry, I'll kill you myself. On my word as a Sidra, you'll die."

* * *

"I've waited my year, Lillian! Tell me, am I ready?"

"Yes, sir, Mr. Saxon. There was a minor incident at Platform 331 today, but the foreman and I have reached an understanding that it is to be taken care of as soon as possible and at whatever cost." The voice on the other side of the channel seemed to bear an extra dimension of flatness and distortion, borne out in the video feed by the pale cast of the young woman's features, an exaggerated gauntness in the facial planes, and the glitter of extreme fatigue and barely-concealed mania in her eyes. "All will happen just as I told you it would, sir. No reason to worry."

"Oh, I'm hardly worried! Not when I have such wonderful people as yourself to do my dirty work." A concerned frown towards the stress-stretched visage on the screen in front of him. "Are you feeling all right, my dear? I've got a Doctor on call who might be able to fix what ails you – or might have been able to once. I'm afraid in his current geriatric state he's not good for much of anything, but seeing your face might cheer him up a bit. Got a moment?"

Lilith pressed her lips together in a brief disapproving wince but did not speak the obvious thoughts behind the expression. "Of course, sir."

The Master stepped back from the camera's field of view to allow the young woman on the other end a glimpse of the cage and its wizened inhabitant. "Wave, Mrs. Smith. Or shall I say, Lilith?"

The tiniest spark of revulsion crossed Lilith's face, an emotion echoed by the imprisoned Doctor as he recoiled from the all-too-familiar personality on the screen. "Hello, darling. Enjoying your stay?" She paused, grinned as something crossed her mind, then muttered, "Good lord, sir, what've you done to him? Looks like a house-elf. Hope you haven't got any SPEW militants running around..."

"Just testing out a nifty little bit of technology borrowed from one Richard Lazarus." He reached into his jacket, withdrew a strange-looking device and held it up for his viewer's benefit. "Worked like a dream. Anyway, nice to hear things are going so well on your end. Wish you were here and all that, but both of us are too busy for the usual. Ta, sweetheart." After disconnecting the video feed, the Master turned to rebuff his prisoner's reproachful expression. "Aw, you look like I just ran over your dog! It's not that bad, Doctor – I only borrowed her to get some work done, and it's not like she minds. She says the benefits package can't be beat." This thinly veiled taunt provoked as much reaction as any of the others had, and the Master sighed. "She doesn't realize this, but she's as much my prisoner as you are. Haven't decided what I'll do with her once things are up and running, though. Any ideas?"

* * *

Lilith disconnected the video feed and sagged back into the cushioned depths of her desk chair, pressing a knuckle into her temple to dig at the headache throbbing just beneath the surface. Dual pulses only amplified the sensation and for what seemed like the millionth time Lilith cursed her situation. "If I didn't have such an adverse reaction towards chemicals, I'd be higher than a kite right now. To hell with Happy! Give me a good dose of Fuckitall." The gentle trill of the office phone slammed into her eardrums with the force of a jackhammer, adding an aural dimension to her mental agony, and she stabbed out at the speaker-phone button to connect the call. "What?"

"It's Billings, ma'am, in charge of the South Britain labor camps. You asked me to let you know if and when Martha Jones returned..." Nervous pause, then, "Well, erm, she has. Made landfall earlier this week, apparently, and is continuing to spread the gospel of the good Doctor throughout the downtrodden masses."

Lilith sighed. "Just what we need is her filling their minds with stories, especially now when we're so close! Do what you must, but find her and shut her up."

"Don't you think we've been trying, ma'am? It's like she's a ghost or something - " Sensing that he was stepping into dangerous territory, the caller stopped and changed the topic. "Do you believe the stories, ma'am? Those of us who've seen the broadcasts... well, this Doctor fellow isn't much to look at."

"Of course I don't believe them. Now get back on her trail, Billings, or I'll find someone who's better suited for the job." Without waiting for a reply, Lilith hung up and resumed the none-too-gentle massage of her temples. "As much as it galls me to see him succeed, he has to. Harry was right – this world does need a Doctor. As for me... I'll be happy with a straitjacket and a nice padded cell once this is all over. Not likely to get 'em, though..."

She reached down to scratch at her wrist, an irritation there caused by the constant rub of the band of her watch against the skin. "The only reason I wear the stupid thing is because Harry pitches a fit if I don't. Puts on that silly little pout of his, makes me feel guilty..." Lilith slid a thumbnail under the catch, trying to pry it loose. "But you know what? He's not here, so I don't think he'll mind if I lose the watch for a little bit." Despite her efforts, the catch refused to budge, and Lilith growled at it in frustration. "What the hell? Don't tell me it's stuck."

Her gaze then fell across a worn patch on the band where the golden coating had scraped away, revealing a clear core that gave her cause to swear anew. "Elder's balls - " Testing a hunch, Lilith attempted to separate from her body and felt her heart sink like lead when the attempt failed. "I should have seen this coming, but did I? Of course not. Hit me right where it hurt, and now I'm as stuck as the rest of the miserable peons on this lousy planet." She raised her arm to consider the watch anew under the flickering incandescent glow of the overhead light, seeing it for the shackle that it was. "So you intend for me to be stuck on the earth while you rain down disaster from above, hm? Guess I'd better start believing the stories."

* * *

_Billions of people all focusing on the same thing. The force of telepathic intent, cast upward through the same network used to enslave them – but still not enough! Will they call it interfering that I gave the Archangel a bit of extra reach, added my voice to the masses all calling out for help?_ Something snapped as the heel of an expensive shoe snagged in a rocky crag, twisting the ankle attached to said footwear and bringing its owner to the turf with a hissed oath. Lilith stopped only long enough to assess the damage – the trademark stem of the stiletto heel broken from its base, tipping an already impractical accessory even further into the realm of pointlessness. She unbuckled the shoe and tossed far from her into the scrubby foliage, its fellow joining it in an afterthought as their former owner pushed herself to her feet once more and stumbled across the terrain. "All right, Harry, what was so bloody important that you dragged me over hill and over dale to find it? Ruined one of my best pairs of shoes on the way, too. Bastard."

"Didn't expect yourself to get capped by the little woman, now did you?" A ragged laugh. "I did! Saw it all in my mind after the last time we were together, felt the bullet right in the chest." A pained wince as the headache returned in force, a spike through her brain in silent protest to this revelation. "Why didn't I tell you? What would you have said if I told you I saw your future and that it contained _nothing?_ Nothing but a shot to the hearts from that not-so-bright, mostly harmless, but beautifully vindictive wife of yours, and then death in the arms of your worst enemy. That was high drama right there, Harry. Award show material if I do say so myself."

Lilith paused at the edge of the crevasse and snugged her jacket a little bit tighter against the chill. She peered down into the depths, saw the wisps of smoke rising from the remnants of a massive blaze. "Oh, so this is it! Wanted to see where he barbecued the body, now did you?" She made her way down over the rim, paused at the edge of the fire pit. "All right, you've seen it. Now what?" Pause, then, "You want a souvenir? Why didn't you say so!" She knelt and scooped a hand through the ashes, frowning as she came up with bits of charcoal and other debris whose origin she did not care to guess at. Then her hand touched metal, and with a triumphant laugh Lilith tugged the intact signet ring from the remains of the pyre. "I think this'll do just nicely! Now leave me the hell alone, I've got enough noise in my mind already..."

* * *

"In spite of the legal strictures and intensive training binding the Commission to unimpeachable standards of moral and ethical conduct, allowances must be made for those who slip the bonds of acceptable behavior. Depending on the severity of the infraction, the individual may simply be removed from their place of work and placed under remedial psychiatric treatment until the problem is deemed repaired. The most severe treatment – that of the Living Death – is only reserved for those who have committed the gravest of offenses and are judged to be irredeemable by a court of law. This sentence has been passed a total of fifty-three times during the jurisdiction of the Commission and is reserved for those whose continued presence among lawful individuals has been deemed to be of greater harm than benefit."

_- Annex D, Article 7b: Extreme Disciplinary Measures_

Caseworker Operations Manual, Third Revised Edition

* * *

_Author's Note, 18Feb08: And now we come to another edition of Spot the Pop Culture Reference! There should be at least one that's obvious, and a virtual cookie to anyone who recognizes the chapter title. (No fair Googling it either, cheaters...) In other notes, I've all but run out of canon material to work with until April, save the Christmas Special which I shall wrangle with later. And did you really think Lilith could escape an up close and personal encounter with our wonderful Master completely unscathed and correct in the brain? It's been fun, but it's time to move on. As always, reviews are welcome and those who have offered their kind words have earned a special place in the spot where my heart would be if I had one. Insults will be ignored as usual, because I have rum. Cheers!_


	24. No Rest for the Wicked

**24 - No Rest for the Wicked**

"Nothing good ever happens when I wear a tuxedo. Mutants, murderous angels... I swear it's cursed." The maligned garment was returned to its rightful place amongst the rest of the wardrobe, its owner thinking aloud as he looked over the vast selection of clothing. "Then again, plenty of bad things have happened when I'm not wearing it, so maybe I'm not being entirely fair." The Doctor then turned away and would have left on other business had something foreign not caught his ear – a surprised exclamation, and not pleasantly so. "Er, hello?"

The reply to this was unintelligible as if the speaker clenched something in their teeth while trying to speak, and the brief pause before they clarified gave the Doctor enough time to track the source of the voice. He frowned in puzzlement to behold a distinctively female shape, clad in a blue-and-white striped bathrobe and what appeared to be a pair of fuzzy rabbit-shaped slippers. Her hair glistened damply from a recent washing, and at close proximity she gave off a faintly floral aroma as from scented body wash. _Freesia?_ the Doctor wondered, sniffing experimentally. "Pardon me, but I think you're on my ship."

Again the garbled response, then a distinct growl of frustration as the woman turned around. She waved a toothbrush disdainfully at him, flicking a small amount of paste onto a nearby jacket which the Doctor hastily moved to wipe away. "Score one for Captain Obvious," she muttered, brushing the remainder of the toothpaste from her mouth with a sleeve of the bathrobe. "Your ship's the one that let me in, by the way. I hope that doesn't present a problem... because if it does, that's just _your_ problem." While waiting for this to sink in, the woman turned back to the section of the wardrobe that she had been contemplating and removed a fresh suit ensemble for consideration. "Yeah, this looks about right." Her back then abruptly straightened as if a shock had run up it, and with an air of exaggerated wounded dignity the woman returned her attention to the yet-baffled Doctor. "You kept my clothes, you skeevy little shit! What on earth'd you do that for?"

Realization hit with an almost palpable _thud_ when the woman's voice registered in the Doctor's recent memories. "Lilith? What are you doing here?"

"What does it look like?" the Field Agent retorted, brushing past with retrieved clothing clutched firmly in hand. _Yep, freesia._ "By the way, something's wrong with the hot water," she grumbled, and then was gone.

"You don't pay attention at all, do you?" the Doctor snapped at an unseen presence. "That woman is _bad people,_ and you just let her come wandering in off the street?"

The ambient light flickered as the ship bristled at his lecturing tone. **I do pay attention, and for your information, I like her even if you don't. She might be insane, but she at least listens to me.**

"But I – I listen! Okay, so there might be a few maintenance items that are a tad overdue, but – _argh!_" Shaking his head, the Doctor stalked off in search of his unwanted visitor.

* * *

It was his keen sense of smell that once more helped the Doctor to track his prey, albeit not primarily from the floral aura of before – that scent strongly overlaid with an unpleasant melange of carcinogens and other toxins formed a distinctive trail that led back to the control room of the ship, where Lilith lounged on the bench seat with legs kicked up on the central pedestal in conscious mimicry of the ship's rightful inhabitant. "So tell me about this Astrid that you met on board the _Titanic,_" she mused, then drew in a long inhalation on her cigarette. "Was she really worth the trouble?" A careful pursing of pigmented lips released a near-perfect smoke ring into the air which Lilith regarded with smug satisfaction. "And what about Joan?" She repeated the process as the Doctor sputtered for a suitable answer, exhaling a flawless twin to the earlier ring while she listened to him start a thought, think better of it, stop, then stutter to life again. Sideglancing him coolly, she tapped the ash from the tip of the cigarette and murmured, "Those were rhetorical questions, dear, although watching you flounder like that... how cute."

"I don't even know why you're still here." A pause to think, then, "Oh, that's right! Only because _someone _would complain like a whiny little girl if I kicked you off. Why are you here, Lilith?"

"Just to say hello, that's all – and to congratulate you on a near flawless recovery. If I hadn't been fighting off a nasty case of cardiac arrest from empathic trauma, I do believe I would have cried at that lovely, touching death scene. Yet you've crawled back into your shell and moved on! Bravo, my dear. Bravo."

"Someone has to act like an adult around here," the Doctor grumbled, coughing as another noxious cloud was wafted his way with malicious sweetness. When the irritation was more than he could suppress he reached forward and pinched the end of the cigarette with his fingers to extinguish it, wincing at the brief burn. "This is a non-smoking flight, in case you've forgotten."

"Funny, I don't see any illuminated placards to guide my way." Lilith considered the mangled butt for a moment and frowned. "Nor do I see any appropriate disposal receptacles, so what do you expect me to do with this now?"  
"Like I really care."

"You said it." Without a second thought, Lilith opened her mouth and swallowed the remains of her vice, gagging slightly at the strange flavor but savoring the look of disgust aimed her way. "You said you didn't care."

An astonished sound, then, "And you kiss people with that mouth?"

"Sure do. I smoke 'em too." A tiny wink to make sure the alternate meaning was not lost. "But since this is a non-smoking flight, I guess it's your loss."

The Doctor turned away for a moment, refusing to believe the dreaded conclusion creeping in from the corners of his mind. _Since when does she make comments like that? She never did, until she met him – _He turned back to face her, blinking at the sharp smile she afforded his discomfort in a distinct ghost of a recent past that had never occurred. "You... you're disgusting, Lilith. A true deviant."

"Why thank you, darling!" Lilith rose from her seat and moved to face him, fully aware of the unease that her proximity created. "And while we're busy labeling the other's faults, you're sanctimonious and full of yourself. Anything else I'm missing?"

"No, you've just about got it covered." An almost imperceptible motion, a flicker of misplaced color against the patina of the control bank, sent the dreaded conclusion running to the forefront almost in time to the rhythmic patter of Lilith's varnished fingers. _Tap-tap-tap-tap..._ "What is it with evil women and red fingernail polish?"

Lilith glanced down to the hand in question, laughed quietly, and let it rest. "It helps us hide the blood on our talons, Doctor." She smiled once more, a mercurial sliver that cemented the conclusion in place without a doubt. "I think I have overstayed my welcome. But before I go, how about a hug for old times' sake?"

"How about not?" The Doctor stepped back, away from the seemingly innocuous offer of a parting embrace that revealed a sparkling chain strung around Lilith's neck. Suspended at the bottom of the chain and balanced flawlessly on the arch of her chest hung a distinctive silver ring that yet bore traces of the fire that had consumed its last wearer. "As a matter of fact, don't touch me. Not now, not ever."

A mocking pout crossed Lilith's face as she dropped her arms to her sides. "In spite of his own dalliances, the man is offended that I took reciprocal action!" With one final puckish grin, she reached a hand out and lightly poked him on the arm. "Touch." Then she left, disappearing in a flash of golden light.

* * *

Avery could sense the presence nearby before she opened her eyes, took the space of a few heartbeats to recognize it – intimately familiar, but changed somehow like a cheerful song sung in a strange minor key – and mentally grumbled, _The one time I actually choose to sleep, the loonies come marching in..._ "What do you want?"

"I need you to look in my head, Auntie. Tell me what's wrong with me this time, because I won't believe it until you say it. It's been like a bad dream, and if I can wake up from it – ever – I know you can tell me how."

Something in the voice caused an unsettled feeling to rise in the pit of Avery's stomach and she took a deep breath to focus her thoughts. _Even worse than the usual levels of wacko that she brings into my office! Now to just take a peek... _She risked a simple mind-probe - the first and most basic step on the ladder of mental abilities available to her race, like skimming one's hand across the surface of a pool of water - and shuddered at the images and sensations that came up. "_One little bullet. Come on..." - "I refuse."_ The sickened feeling deepened when Avery realized that there was no way these memories could belong to Lilith, further when she noticed an odd stereo quality to the voices as if the memories came from two distinctly separate sources that overlapped in eerie perfection. "_The drumming. Will it stop?"_ Then a sudden stillness from one of the sources while the other half erupted in fiery anguish, and Avery opened her eyes with a shocked gasp. "You were in his mind when he died?"

Dim illumination from the tiny night-light by the door flashed in a pale crescent as Lilith opened her mouth in a strange half-smile. "The drums, they stopped for him. After all this time he finally gets some peace, the lucky bum, but not for me! I still hear them, Auntie, and I still hear _him._ What am I supposed to do?"

"Get help, that's what. I'll find someone who can because this is completely out of my field..."

The smile vanished, replaced by a mirthless scowl. "No way in hell. I got myself into this mess, and I'm the only one who can get me out. Now if you'll excuse me, I'm going to find a nice little mountain somewhere that I can sit and be crazy on my own until I've sorted everything. And don't you dare send anyone after me, because I don't think they'll like what they'll find."

Then Lilith had gone, and with her left any chances of sleep returning to a thoroughly disturbed Avery.

* * *

"_And that's just the tip of the iceberg, Cam! Not only did she form an empathic tie with him, she was still in contact when he died. Some part of him survived – a tiny sliver, but still enough to influence her, and now she's gone off the deep end."_

"Off the deep end, you say?" Cameron sighed and slouched back in his chair when he heard this. "I think she's been there swimming around for some time, but now she's just hopeless." He paused, swallowed in a dry throat. "Did she tell you anything about her time on Earth? What she did while she was there?"

"_She didn't say anything, but I've got an idea - "_

"The Doctor may have fixed things, but we've still got the records of what actually happened. And trust me, Avery, Lilith's got her hands all over it. I'd give her about a day before Enforcement tracks her down and hauls her back here, and that's being charitable because I have no clue what her abilities are." Another sigh. "What did I do to deserve this, Avery? I tried to set a good example for her, but it's gone so awfully that I don't know what to say."

There was a long silence before Avery spoke again, and when she did the words came haltingly as if she weighed each one for appropriateness and merit. "_You did set an example, Cameron. You tore yourself apart right in front of her and left her alone in a strange, hostile world. So, all things considered, she's done a damn fine job and if there's anyone to blame as setting a precedent for her strange behavior, it's you. And before you move that hand to shut me off, think about it, will you? That's all I'm going to ask."_

* * *

"So are you sure you're all right with this?" Marius asked as he poured the last of the tea into Lilith's cup, carefully watching her expression. "You've held out for weeks. Enforcement's been all over this place with a fine-toothed comb and they swear it's empty, so you could go on hiding for – well, forever, I guess. Change your appearance, start over anew..."

"Oh, it's just a dimensional stasis pocket paired with a perception filter. If I don't want someone to find me, they won't. Simple as that." Lilith looked down into the smoky depths of her cup, savoring the aromatic vapors rising from the hot liquid. "I ran away like a silly girl, Marius. I was heartbroken and I let a horrid person take advantage of that. The worst thing about it all is that I enjoyed it - " She took a sip of the tea, gaze distant as she projected the memories for Marius' benefit. "I enjoyed the power I was given and the feeling that I was actually accomplishing something. And the absolute worst part of it is that I loved the attention! I was out in the public eye doing scandalous and despicable things and I loved every minute of it. Well, except for the slow descent into complete and utter shithouse rat insanity, but that was almost to be expected." Lilith took one last drink from the cup, set it down by the fire and rose to dust herself off. "A dear person said to me that someone around here needs to start acting like an adult, and I think it's time I followed that advice." She stooped for a moment to give Marius a light kiss on the cheek. "Goodbye, Marius."

* * *

"I can't believe that she just chose to appear after hiding for so long..."

A dry laugh. "I find it all the more amazing that she could hide at all. You Enforcement types are supposed to be able to find these kinds of renegades – after all, you're supposed to be the best of the best, aren't you?"

"With all due respect, ma'am, we are. She is a mutant of the likes that we've never seen before: fused hybrid genes, augmented intelligence and psychic abilities, and a fractured moral compass. Had she not chosen to be found, she wouldn't be here."

The Exarch permitted herself a small smile. "It is a shame, then, that we'll have to get rid of her. She could have been one of our best, but we cannot allow a renegade influence to survive. I've been too kind to her already."

"If I may speak frankly..." The Enforcer waited for a permissive gesture from the Exarch, then continued. "Many of us have been waiting for you to say that, my lady. This _person"_ he gestured at the unconscious figure lying on the floor on the other side of the window "makes a mockery of the good work we do. Shall we begin?"

"We shall."

* * *

_Author's Note, 27 February: This story has been running parallel to Felicia Angel's Torchwood fic "Preparing for the Future," and this chapter marks the first time the two stories overlap. If you haven't already, check it out! It's great work so far, and I love what she's done with Marius as a character..._


	25. Golden lads and girls all must

**25 - "Golden lads and girls all must..."**

_And here we are, sleeping the sleep of the just..._ A mental snicker. _So are you happy now that you've done the right thing? You're drugged in a cell, guilty until proven innocent, dressed for your own burial – fascinating how your culture associates white with death. Ah well, since you're hardly up to the task, hope you don't mind if I have a few words with your inquisitors._

At a command from beyond, one wall of the cell shimmered and became transparent. Two figures stood in observance – one a woman draped in pure white that oddly contrasted with her obsidian skin, and the second a wraithlike male encased in featureless black. At a gesture from the female, the man removed his gloves to reveal nearly translucent hands, one of which reached up to sketch a series of invisible commands on the wall. A faint hiss could be heard within the cell as a cold mist lashed its inhabitant, jolting her into wide-eyed awareness. The prisoner took quick stock of her quarters with a few short glances, then stared down at herself with an awed smile as if she had never seen something quite so enthralling. "Good god, look at me. The only other place you'd see a chest like this is on bad daytime television..."

The dark-skinned woman coughed chastisingly, muttered, "I do believe you're right. Do you know who you are and where you are?"

"Oh, yeah. I'm Lilith, the Field Agent who annoys the piss out of everyone she comes across. And why is that? I wonder." A quick finger-snap of revelation. "It's because I do what I want and the rules be hanged. I would say it's because I have green hair, but that's hardly the case. Have I wandered too far from the truth, Lady Exarch?" The smile gained a barbed edge as the prisoner watched her interrogator's expression of shock and disgust. "And if my memory serves right, this is a cell. I turned myself in because I had a sudden attack of conscience."

The two figures traded looks, the Exarch rolling her eyes as she murmured, "You sure we've got the right person? This is nothing like I remember her to be..."

"The effects of her mutation have yet to be measured," the Enforcer replied, turning his gaze on the prisoner as if she were a rare insect to be studied. "If it has caused her personality to fracture, it will make this hearing all the more... fascinating."

This brought a shiver from the Exarch, who likewise returned her focus to the young woman in the cell. "Attack of conscience or no, Lilith, we are here to discuss your recent erratic behavior. According to evidence provided by Archivist Malfect of the Earth-Human Office, you are hereby charged with - "

"Oh, let's see." Lilith began ticking items off on fingers which yet bore traces of chipped crimson polish. "Directly interfering in the course of history for a lesser race... having intimate, lewd, adulterous and utterly delectable relations with a completely unhinged hot fox and would-be evil overlord... helping to enslave and strip-mine an entire planet... serving as an accessory to genocide... and did I mention the sex?"

"Twice," said the Exarch, pinching her mouth shut to maintain her composure. "You would say nothing to prove your innocence?"

Lilith let out a loud bark of astonished laughter. "Why? I'm as guilty as sin, and I had a great time doing it. Doesn't that get under your skin and nibble you to death? You have all of these rules and all of your little peons follow them without wondering what life would be like on the other side of the fence." The Exarch gave her companion a pointed glance, and the Enforcer traced another command on the wall. Lilith's hands involuntarily flew to her neck, circled with a clear band that now flared brilliant red under the Enforcer's direction and sent agony stabbing through her flesh. The pain only lasted for a moment, though, and soon the prisoner was all smiles again despite the sweat beading her skin. "You don't like hearing that, do you? I'm your little taboo child, the freak that you can't possibly let others see because it would give them _ideas._"

Another look from the Exarch and another lash of pain from the collar, this one strong enough to cause each muscle in the prisoner's body to stiffen in reflexive protection against the sensory assault. Instead of a plea for mercy, this only brought a fresh burst of laughter as Lilith gasped, "Your anger proves your guilt, Lady Exarch. But why don't you let your people interfere every once in a while? We have such great power! Why don't you let us _use_ it?"

The thin shell of composure maintained by the Exarch failed and shattered, and when she next spoke her words came out in a tone just a fraction short of a snarl. "Lilith, daughter of Cameron, you are guilty as charged. Furthermore, I have judged you to be a menace to society – if you wish to be rebellious and repellent, I shall leave you to it. Think over your actions and taint us no further."

Then came one last wave of pain – the lights flickered and Lilith felt her hearts shudder to a stop for the briefest moment – and then all was dark.

* * *

A pounding headache next called Lilith to wakefulness, and with a jolt of panic she sat up and looked around. The austere confines of the cell were familiar enough, and then she remembered why she'd been asleep – _they wanted to drug me so that I wouldn't be a threat to anyone before my hearing – _and then a chill shot through her when she realized just how alone she was in the silent chamber. "The hearing! Elder, don't tell me I missed my own hearing..."

"You were a little out of it, so I took care of things." The voice came from behind her, and it was all Lilith could do not to scramble away in terror when she turned and saw the Master casually sitting in one corner of the cell, watching her reaction with barely concealed amusement. He still wore the guise of Harold Saxon, complete with the most recent addition of a bullet wound to the torso that colored his otherwise immaculate white dress shirt a nauseating slick red. "You look so surprised to see me, Lilith! I've been here all along, you know."

"Trust me, Harry, I know. Those damn drums of yours haven't given me a moment's rest." She sighed, wiped a hand across her forehead to clean off some of the sweat that had gathered there. "You're dead, though. I shouldn't be able to see this."

An aggrieved eye-roll. "Thank you for stating the obvious. Like I really need to be reminded of that whole mess... No, you're quite right. I'm only here because your wonderful superiors want you to relive each one of your mistakes before you die."

"Before I _what?_" Lilith stared at the all-too-convincing vision in bafflement. "They just decided to kill me off without letting me have a trial?"

"No no no, there was a trial." Snicker. "As a matter of fact, it was most amusing. Like I said, you were a little bit out of it, so I took the liberty of speaking in your place." Saxon tapped his chin thoughtfully with a finger as he mused over recent events, then gave the now openly glaring Lilith a charming smile. "I told them everything that's been lurking in the back of your brain for some time that you were too afraid to say because you just wanted to fit in. Your wonderful Exarch was most unhappy with you and thought that a rogue element such as you deserved to be erased, so here you are. Death Row, Lilith – welcome."

Anger rose through Lilith's veins in a hissing pulse, and without thinking she lunged at the smirking specter. Her rage only grew when he shimmered and vanished only to reappear next to her, standing with hands in pockets and a frown of polite admonishment on his face. "_Tsk tsk_, my dear. You can't hurt me now..."

"But why did you help them?" Lilith growled, eyes shining open hatred. "You could have lived on in me. We could have worked together, you know that?"

"No, Lilith, we couldn't have. You still listen to _him_, and that just wouldn't work. A man cannot serve two masters, after all..." The Master knelt so that he was once more on eye level with Lilith and quietly continued. "You let them kill me off, my dear. I'm simply returning the favor."

"You trapped me down on the surface of the planet, you fuckwit!" Anger now blurred Lilith's vision with its ferocity, amplified by subtle traces of psychotropic substances now filtering through her blood. "What did you want me to do, jump in front of the damn gun and take the shot for you? Well?" But the screaming met with no response as the apparition faded away, leaving Lilith alone once more.

* * *

"So what do you think, Cam? No good? I think I might have overdone the chin." Avery turned first one way in front of the mirror and then the other to consider his profile. "I mean, I followed the standard bio-template for humanoid manifestation, but I still feel – I don't know – heavy."

"Compared to some I've seen, you're a dry stalk of grass." Cameron sighed and took a drink from his coffee cup. "What is it with our family's slavish dedication to duty? It killed my wife, made me tear myself apart, landed my daughter in prison, and it's made you into, er, a man."

"A temporary change in the name of research." Avery stepped back, stretched experimentally, then lashed out in a series of kicks and hand-slashes as if pummeling a phantom opponent. "Muscle tone – good. Range, excellent... balance needs some work, but it'll have to do." In response to Cameron's nonplussed stare of disbelief, the professor grinned and explained, "Just a little something I picked up while interning on Rektaan Seven, somewhere between Krav Maga and savate – a nasty little way of solving disputes on an equally nasty little planet." He squinted to the wall just beyond Cameron's shoulder, read the text displayed there, and nodded. "I don't think I'll need to twist his arm that hard, but the man is notoriously stubborn. Later, Cameron."

* * *

Time had passed, although Lilith was not sure how long as she lay curled in a tight ball on the hard floor of the cell. She took a deep breath of the air, noted how it seemed somehow thicker than usual with a bizarre chemical tang, then closed her eyes and drifted off to sleep.

"Don't you think you're going to get a second's worth of peace in this place!" A sharp kick to the lower back snapped Lilith back into awareness, gasping in pain at the pointed impact in the tender flesh below the protective sheath of her ribcage. She carefully sat up, massaging the rapidly bruising skin and wondered just who had been sent in to torture her. "They've done you a favor in collaring you, because that's the only thing preventing me from choking the life out of you for being such a stupid little twat." Strong hands hooked under her arms and lifted her to her feet, then threw her against the wall with concussive force. "The whole thing with a client dying was unfortunate, true, but no need to make a martyr out of yourself about it. Marius was right – you could have started over and made a new name for yourself without anyone here being the wiser for it – but then you just had to go and turn yourself over to the men in black! And now here you are, all 'woe-is-me, I'm such a mess, just put me out of my misery...'"

One of the hands grabbed Lilith by the chin, forced her to meet their eyes, and she could not suppress a frightened whimper when she realized that they were her own. "You want to beat yourself up for being an idiot? Well here I am, and here you go!" The hand disengaged, and Lilith only had a second's pause before its twin slammed across her face in iron punishment. Agony sparkled Lilith's sight with gruesome cheer, peppering her field of vision with hallucinatory confetti that she had to blink several times to clear. "Yes, dear, that's right. I'm you, and it's time we had a nice little heart-to-heart – or would it be hearts-to-hearts? The whole genetic mixup gives me a headache, but that's beyond the point!"

The air turned dark and foggy as Lilith slouched floorwards once more, coughing up a weak trickle of blood from the forcible blow delivered to her cheek. She frowned when she realized that the texture of the ground had changed from rough cement to plush softness, then wondered just how hard she'd been hit when the fog cleared and she realized that she now lay on the thick plush carpet of the office of the late Harry Saxon. "What'm I doing here?"

"Simple enough! I brought you back to the scene of your most humiliating defeat. This is the place where you turned Benedict on your dearest Doctor, all but jumping into the arms of his worst enemy _because it felt good._ It's all quite bitter, isn't it?" A creak as someone rose from the desk chair, muted footfalls in the carpet as the chair's erstwhile occupant moved to face the felled Field Agent. "You mean well and it all goes wrong, and when you mean wrong... it gets worse. You just have the worst of luck, don't you?"

"I... I still don't get it. Why did you bring me here?" Lilith stared up into the face of her mirror image, chilled by the glitter of something askew behind the frosty blue eyes. "To gloat? To kill me? What? And further more, just what are you?"

"I told you already – I'm you! Well, the part of you influenced by the part of _him_ still lodged in your mind when he chose to die. It's pure genius! Despite everyone's best efforts to the contrary, the Master once again survives!" Dark-Lilith tapped her finger against her lips as she thought, an unconscious four-beat rhythm that made the real woman shudder. "No, dear, I'm not here to gloat. It's fun for a while, but it gets old. And how could I kill you? Frighten you to death? That would be amusing as well, but counter-productive. No, my lovely woman, I want you to surrender."

"Surrender – you mean, take over my body?" Lilith fought off any remaining pangs of dizziness and staggered to her feet. "Like hell you will."

"Oh, I did hope I wouldn't have to resort to violence, seeing as whatever damage I cause to you in here will be reflected in your physical body. But drastic measures must be taken, I suppose..." A clenching of one fist, shadows gathering into a writhing mass of fell energy as dark-Lilith's face folded into a scowl. Then, before true-Lilith could prepare, she opened her palm and slammed it against her foe's chest. The impact sent her target flying, the reinforced wooden panels of the office door splintering as a body punched through it with brutal force.

Instead of landing in the carpeted hall beyond, Lilith was stunned to taste dirt in her mouth as she plowed a furrow in freshly charred turf. Weakly spitting the debris away, she forced herself to her feet once more as her mirror-self appeared. "Where is this now? I don't recognize it."

Dark-Lilith grinned impishly, spun around with arms extended as if to claim the surroundings for her own. "This is New Gallifrey, seat of the reborn Time Lord Empire. As you can see, we aren't quite done with the landscaping yet, but won't it be glorious?" Her face clouded once more as she strode over to true-Lilith and yanked her up by the collar. "Or it would have been, had you not killed it in the birthing. You and your precious Doctor."

"Killed it?" Lilith wrenched herself away from the tight grip of white-knuckled fingers, stepped back and tried to assess her advantages in this situation. "It was an abomination that had no right to life in the first place! While I may have fallen, I did my best to redeem myself by helping him in the end!"

"And who are you to arbitrate what is right and what is wrong? You cower behind your false righteousness and refuse to let true power take its course." This time the immediate area around dark-Lilith seemed to shimmer with the evil energy, turning the air leaden with a negative charge that true-Lilith could almost taste. "And that is why you must surrender – only the strong survive! Your pitiful weakness has no right to exist and must be destroyed."

Instead of the forceful strike that true-Lilith had come to expect, the release this time was deceptively simple. Raising one glossy crimson-nailed hand, dark-Lilith snapped the fingers together and then stood back to watch her target's reaction. The atmosphere came alive around Lilith, howling with dark wind that threatened to consume her. Then she began to hear the voices, naming themselves in the gusting fury: _Jacqueline Tyler. Ricky Smith. Yvonne Hartman. John Lumic. You killed us. Your actions brought our death – why, Lilith? You killed us, and now we'll kill you. We'll tear you apart!_

Then the agony struck her, physical pressure on her skin that turned to piercing lances of pain as if invisible fingers dug into the flesh and began to pull. It was all Lilith could do to focus her mind and bring her arms up in a shielding motion, letting out a gasp of relief when the sensations stopped. When she opened her eyes, she saw a strange luminescent barrier keeping the shadows at bay. She trembled, though, when she looked down and saw that her skin was slick with blood – _but at least I'm alone!_

"For a moment, anyway." The barrier shimmered briefly as dark-Lilith stepped through, glancing over her alternate form with a smirk of satisfaction. "A nice little skill, but hardly on par with what you could have with me in control. You see, I'm not afraid of my abilities... and I've inherited ambition from our wonderful Master! We could go so far, you and me... and him. He does deserve some of the credit, you know."

"What, for turning you into an evil, manipulative whore? I told you I'll have no part in this!"

All traces of mirth vanished from dark-Lilith as she stepped forward once more. "Words, all of it, empty words! But I'll have my way in the end... which, by the way, is _now._" She lifted her hands up to the roof of the barrier. "I learned my lesson from watching the Doctor deal with the Carrionites, and that is the power of words. How doubly ironic that a passage from the Bard should mark your defeat!" The light of the barrier began to flicker and fade as dark-Lilith closed her eyes and began to chant. "Fear no more the heat o' the sun, nor the furious winter's rages; thou thy worldly task hast done, home art gone, and ta'en thy wages. Golden lads and girls all must, as chimney-sweepers, come to _dust!_" With these final words, she punched her hands upward and shattered Lilith's shield against the darkness. Twilight fell, and with the screams of the angry dead, so did Lilith.

* * *

_Note, 01March: The Shakespeare passage comes from "Cymbeline." My heartfelt apologies for the Abridged Yugioh reference. That's all I'm gonna say about this one..._


	26. Still Worth Saving?

_Obligatory Tangential Disclaimer, by means of prologue: Much as I'd love to, I don't own Heroes. _

**26: Still Worth Saving?**

"Wrong." A quick page-flip, skim of contents, disgusted sigh. "Wrong again." The magazine was snapped shut and tossed aside and another opened in its place to be subjected to the same scrutiny. "Still wrong, but getting closer..." Pause, then, "Right on the money! Of course everyone's going to think you're crazy for the next fifty years..."

"But with the advances in anti-aging technology, they might very well be alive and lucid enough to accept an award at that point." A faint creak as the elderly plastic of the one empty chair at the table protested under new weight, and a rustle as the newcomer slid a basket of freshly-fried chips across the tabletop. "It's generally considered ill manners to criticize the science of a developing race, especially if you're a guest on their planet. You should know this by now, Doctor."

"I've stopped using red ink, if that makes you feel any better," the Doctor replied absently, turning another page with one hand while reaching for the chip basket with the other. He then looked up at the stranger, frowning slightly when he realized that their face and voice – delicate doll-like features which completely jarred with the stranger's rusty whiskey baritone – failed to register in his memories. "Who are you, by the way, and how'd you know to order the chips?"

"The empty basket by your elbow, for one, and the fact that Lilith mentioned that you like them. It was a footnote in one of her reports that I found amusing and not a little bit telling." When this also failed to register, the newcomer sighed. "I'm Lilith's aunt Avery, Professor of Morphic Medicine and Deputy Chief of Staff of the Xenobiology Department."

This last provoked a disbelieving eyebrow raise and a muttered, "Aunt? One of us is kind of confused, then."

Blink, then, "Oh, right. Aunt... I just recently changed forms, so you'll have to excuse me if I slip up every now and then. I took on the male form as part of an experiment..." Avery noticed that the look of disbelief had only intensified during this explanation and he sighed again, switching subjects. "That's immaterial. The point of the matter is that I need you to come with me right now – two lives are in danger, and your word can save them."

"Ohhhh - !" The Doctor threw his magazine down and ran his hands frustratedly through his hair, the gelled spikes mirroring his disquieted mental state. "This always happens when I'm on vacation! I spent a year as an old man and a day as a geriatric midget, and _then_ I harnessed the brainpower of a planet full of humans – no small feat, mind you – to fix the flow of time and save them from a hell partially of their own devising, so you'd think I'd earn a day off!" A pause to gather breath, then, "And if this is so important, why isn't Lilith here to tell me about it? She's usually the official bringer of bad news, so where is she?"

Avery frowned, looked down at the tabletop for a moment, then muttered, "In prison, probably close to dead. She's one of the people that needs your help."

"Absolutely _not._"

The professor's green eyes narrowed in an intense glare that the Doctor began to suspect was a family trait common to Lilith's kin, if not a Sidra racial ability. "That sounds mighty funny coming from a man who might very well still _be_ a geriatric midget without the help of the woman he despises so much. I read the reports on what you did, Doctor, and while it is amazing, it doesn't fit the standard genetic profile for your people. That aside, even with the combined brainpower of billions of people, there still wasn't enough strength in the Archangel network for it to bring you back. Like it or not, you owe her a big favor, and there's no better time than now to cash in on it."

"So you want me to free a convicted murderer and psychopathic fiend from a death sentence out of the goodness of my heart?"

Avery shrugged. "The whole shared DNA thing figures in as well, but essentially yes."

"I stand by my earlier decision – absolutely not."

"Then would it change your mind to hear that one of her colleagues – a charming young man by the name of Marius, who just happens to be the Caretaker of the Rift on Earth – happens to be in grave danger also? It would also be safe to say that if he dies then the lives of some good, albeit slightly deranged, individuals led by one Jack Harkness would be jeopardized as well." A faint flicker of interest, hastily concealed, in response to this. "I know that you and the folks at Torchwood have a long-standing no-touchie policy, but at least they stick around to try and clean up the mess." Avery realized at this point that his attempts at polite coercion had no traction whatsoever. He leaned back in his seat and considered the Doctor carefully, bringing hands together as he did so and carefully popping each knuckle. "You know what, Doctor? Anzed Paktu, my esteemed instructor in the Rektaan Seven school of Marat-fe combat, often advocated peaceful discussion before resorting to violence. He also told me that if diplomacy fails there is nothing wrong with beating your opponent senseless with your chair. I have no desire to cause undue distress to this establishment or its clientèle, so perhaps it would simply be best if you came with me?"

"Your instructor was obviously not a people person," said the Doctor, rising from his chair and gathering his coat and the magazines. "You're telling me that Lilith, who is currently facing a rightfully-deserved execution, is the only person that can save this Marius?"

"No, he wasn't, now that I think about it," Avery replied, likewise standing up. "And yes, that's pretty much what I'm saying. To paraphrase current popular television, 'Save the psychopath, save the world.'"

"That doesn't sound very encouraging."

* * *

"Damn you, _let me out!" _A struggling cough of effort from the prisoner, then a weak whisper: "Please. If you have a shred of mercy..."

The Enforcer pressed the mute button on the sound system, turned slightly in his seat to view a monitor displaying the vital signs of the cell's occupant. Every part of it showed decreased vitality: significantly slowed heart and respiration rates, severe physical and mental fatigue, and one last meter on its lowest bar of measure that indicated the core spirit at its final ebb. "Oh, how the mighty have fallen," he murmured. "And in the end, gods and renegades show their fickle, mortal spirit."

"Is this how you treat all of them?"

The new, unfamiliar voice gave the Enforcer cause to turn further in his chair and eye the visitor critically. "You are not authorized to be present. Remove yourself immediately."

"He's here by permission of the Exarch, as am I." A second individual stepped forward, flashing a badge that identified him as a member of the Commission's medical staff. "Professor Avery of Xenobiology, and this gentleman is the Doctor. No questions, just the Doctor. We don't have much time, do we?"

"No, as a matter of fact we don't. I'd give her another five minutes before she gives up completely." The Enforcer eyed both men with an even gaze and murmured, "So what interest have you in Death Sentence number 54?"

"He's her husband, and I'm her aunt – er, uncle – damn, I've really got to figure that out soon..." Avery glanced at the monitor and his face grew stern. "We're here, as I mentioned, on the orders of the Exarch. Lilith is to go free immediately." Almost as if anticipating resistance, Avery removed a thin slip of paper with an official seal and held it out for the jailer's inspection. "It has been deemed that her survival and continued existence will be of greater benefit than a sudden, ill-considered extermination."

This choice of wording brought an inadvertent wince from the Doctor, but the Enforcer did not see this as he carefully read over the paper. "And you, Doctor, must be a master of words. The Exarch does not change her mind lightly."

"She might be a monster, but there is still a part of her worth saving." The Doctor seemed uncertain as he said this, and Avery risked a comforting pat on his shoulder which he ignored as he looked at the video feed from the single occupied cell. "And this is just – barbaric! Mental institutions on Earth in the 18th Century were kinder to their patients than you are to your prisoners."

"How strange you should say that." The Enforcer returned to his control panel and began to flip switches and turn dials. "We gained some of our best ideas from the Earth Humans."

"Well, this certainly wasn't one of them." Avery's comforting touch now turned to one of restraint, and the Doctor bit back further tart commentary in this vein. "All right, I've done my work. Get her out of there so she can do hers."

* * *

"_The motto of the Enforcers is to show no mercy to those who would do the same."_ A pause, then,"_Good, she's coming around. Thank you for cooperating, by the way – I would have hated to resort to extreme measures to get a transfusion out of you."_

"_I'd hate to be the person that sues you for malpractice,"_ was the mirthless response. "_I've read a little about Marat-fe..."_

Lilith's body still ached from the myriad punishments that it had endured and, unsure of what she would find upon doing so, opened her eyes cautiously and squinted upward into the brilliant light overhead. One face she recognized with a sinking sensation in the pit of her stomach, but as for the other – "Just what I expected upon awakening in heaven," she rasped in a raw throat, swallowing what reserves of saliva she could just to speak comfortably, "angels and self-righteous assholes."

"Hey!" said the unfamiliar male, seraphic beauty decreasing slightly as he frowned in muted reproof. "This self-righteous asshole just saved your life, both with paperwork _and_ a blood transfusion. Show a little bit of gratitude."

"Hello to you too," the Doctor added, shaking his head disapprovingly at Lilith. "I guess this makes us even."

"I guess so," said Lilith, gladly returning her focus to the stranger. "And who might you be?"

"God, she's even more punch-drunk than I thought she'd be," the stranger grumbled, rolling his eyes. "It's me, Lilith. Auntie Avery."

Lilith blinked a few times, squinted at certain aspects of the unfamiliar male, and then felt slightly nauseous as she realized her mistake. "I'm – I'm sorry, Aunt – er, Uncle – hell. If we weren't related, I'd think you were gorgeous."

Avery grinned. "That's all right. Half the female population of London apparently thought so too."

"Wolf-whistles and catcalls everywhere," the Doctor added with an amused smile. "Made me feel like wallpaper, and that takes some doing."

"Stop it, both of you." Lilith closed her eyes and laid an arm across her face to block the too-bright illumination of the operating lights. "Thanks. I don't deserve this."

* * *

"Come on, Lilith, enough already! You're one vinyl trenchcoat away from the _Matrix_ set, and is there any reason for the leather pants?"

Avery raised both eyebrows at the Doctor's assessment and muttered, "No complaints here."

This merited baffled looks from both Lilith and the Doctor, but Lilith shrugged it off and resumed the donning of her field gear. "No reason," she said, cinching the strap on the leg-sheath for her knife and then moving slightly to test its tension and play, "other than the simple reason that they make my ass look good."

"One less thing to worry about when fighting Ultimate Evil," the Doctor grumbled, then turned his attention back to Avery. "So remind me what my role in this is again?"

"Support and stability, mainly," Avery replied, ticking items off on an inventory list. "When Lilith goes apeshit, and there is no doubt in my mind that she will, she'll need someone familiar to call her back. Much as the idea might make you cringe, that's you."

"How sickeningly sweet." Satisfied that all was in place, Lilith pulled her jacket on once more and glanced over the pile of equipment that Avery had seen fit to bring along. "No disrespect, Auntie, but what is all this crap? And where's my gun? I've got the ass-pants, but I can't take on Ultimate Evil without heavy artillery."

"All in good time, love, all in good time." Avery ruffled Lilith's hair teasingly, causing the young woman to scowl. "Now go and lie down for a while, why don't you? You'll be needing all the energy you have for this, and you still aren't quite back to full speed yet."

"Yes, sahib." Lilith mock-bowed to Avery and stalked out of the storage area, leaving her aunt alone with the Doctor.

Silence reigned for a moment as Avery checked off the last of the list. "And last but not least, a spare body for Lilith..." Pause, then, "You know, Doctor, one would think that in your relatively advanced years you'd have moved past sulking. It's unbecoming."

"You've forced me to break someone out of jail who I think should have stayed there, and now are twisting my arm even further to help her save someone that I don't even know deserves it." Sigh. "Pardon me for seeming selfish, but I also can't help the feeling that I'm being used."

"If you don't like being used, then stop getting into everyone's business with that stupid excuse that you're helping to fix things. We Sidra are used to being used, so maybe you should watch and learn." Avery returned his communicator to one of many pockets and turned to face the Doctor, arms folded in a display of forced restraint. "In all of my time working with emotional beings, I've noticed that love makes them do some of the strangest things. It's turned my niece into a self-destructive fruitcake, but you... I'm still trying to figure out if love's turned you into an insensitive ass, or if that comes naturally. Where's that capacity for forgiveness, Doctor? Did it die on the _Valiant_?"

"Now hold on a minute - "

"I'm not asking you to go all Harlequin-romantic-sap, idiot. I'm just asking you to realize what effect you have on people, especially _her_, and be patient." Avery gave the Doctor a head-to-toe lookover in an attitude of frank assessment that made the Time Lord feel slightly uneasy, then said, "I'm not sure how you do it, either, because I'm not attracted to you in the slightest."

A small smile from the Doctor, then, "Thank you. It's nice to have someone who doesn't feel the need to cling to me like a dryer sheet."

Avery shook his head but couldn't help a mirroring grin. "See what I mean?"

"_Marius! My god – my head, get out of my head!"_

Avery hastily popped the latches on one of the crates, fished out a basic hypodermic kit and a vial of sedatives. "And this is where the fun starts. Come on, Doctor..."


	27. Someone That You're With

**27:** _Someone That You're With_

"Stress positions, creative acupuncture, hypnotic suggestion – all of them come straight from the interrogation manual of the Enforcement division." Avery noted the tension releasing from the muscles in Lilith's jaw and removed the rag he'd placed between her teeth so that she could breathe more easily. "Just goes to show you that nastiness isn't limited to younger life forms. We've had time to think about it and to perfect it."

"You sound like you've had experience with this sort of thing." The Doctor watched as Avery carefully sponged perspiration away from Lilith's face and neck and winced as he thought over what it had taken to get her to this relatively calm state. "With interrogations and whatnot."

"Whatever gave you that idea?" Avery muttered, focusing on his patient with exaggerated care and refusing to look up.

"Rektaan Seven is a prison colony with security provided by an elite mercenary corps, and my guess is that you stayed with them for a while before you became the good Professor." A pause for effect, then, "I told you I did some reading on it. Also with the way that guard practically rolled over for you when we went to get this crazy one out of jail – you may not have seen it, but I have a very good eye for the old emotional subtext." Another pause, this time followed by a triumphant finger-snap. "You could have handed that man a piece of toilet paper with your signature on it and he would have let her go."

This merited a quiet, pained smile from Avery. "Medicine can be used for evil as well as for good. I've done both and decided that it would be easier to catch flies with honey rather than with dimenhydrinate or sodium thiopental."

Awkward silence reigned for a moment after Avery said this, broken only by a feverish murmur from the one horizontal inhabitant of the room. Lilith coughed weakly and then opened her eyes, a frown creasing her face as she took stock of her situation. "...Strange bed. No pants. Drugged. Ass hurts... _What the hell?_"

"I only brought along one spare body for you, so no good tearing this one apart like you were about ready to do." Avery gently patted Lilith on the head, earning a woozily sullen glare from his niece. "I couldn't be precise with the needle with the way you were thrashing around. Forgive me for not wanting to tear open a blood vessel, dear."

Lilith closed her eyes, sighed, muttered, "But you just had to take my pants off."

"The glutes are the most convenient muscles for quick administration of medicine via hypodermic." A quiet laugh from Avery as he leaned down to whisper conspiratorially in his niece's ear. "For whatever it's worth, _he_ took your pants off."

"And you made it quite an unpleasant task, trust me." The Doctor glowered at Lilith while massaging a rapidly purpling bruise on his jaw. "You hit me. Twice."

"Better be glad it was just in the face." Lilith gasped with effort and forced herself to an upright position. "Marius is in pain, so much worse than a few puny knuckle-taps, so quit being such a wuss." She swallowed once in a dry throat and shook her head weakly. "I can still hear him now, although the drugs numb it a little bit. We have to help him – I don't know how, but we have to." A pause before Lilith looked up again, her eyes glinting with barely restrained malice that was plainly visible even in the dim lighting. "And when I find out whoever's doing this to him, they'll suffer."

"Ah." Avery rose from his perch on the edge of the bed and moved for the door. "I've got some things you'll want to read, then, but I'll leave you be for now. Doctor, stay with her and call me if any problems come up." The professor then stalked out, face set in a mask of stony unreadability that brooked no protest from the others.

"Something is definitely off," Lilith muttered as she watched Avery leave, sinking back down to rest with a tired sigh. "There's a lot that isn't being said, and it bothers me."

"You're not the only one. For starters - " The Doctor stopped short when he saw Lilith bite down on her lip to suppress a moan of agony that only added to the tension expressed in the drawn pallor of her features. "Your aunt... er, uncle... thing... sorry... is an amazing person. Whatever her – or his – reason for dragging us along, I'm sure it's a good one."

"Marius is a good kid." Lilith clenched her fists, bunching the bedclothes between her fingers. "If he dies..."

"He won't." A light creak as the bedframe adjusted to a new weight. Lilith blinked in surprise at the comforting warmth next to her and the careful motion of a hand unknotting hers from the sheets before taking it in a gentle but firm grasp. "I am curious about something, though."

A chuckle in response to this. "No, Doctor, there's nothing between me and Marius. He's a decent guy, but a little too whitewashed for my taste."

"I wasn't worried about that, but thank you for sharing. I'm more curious about your aunt – er, uncle - "

"Aunt will do for now. What's the question?"

"Well, ah..." Nervous pause, then, "He said he took on a male form as part of an experiment. This means you can switch genders at will, correct?"

"We all have our preferences but yes, we generally can if we deem it necessary. I can't anymore because _someone_ came along and mucked with my genetic code. Next question?"

"So Avery was female first, then became male by choice." The Doctor frowned and shot a sidelong glance at Lilith as if seeing her in a completely new light. "Have you ever been a man before?"

This merited a dour glare from Lilith and a sharp retort: "_No_. Have you ever been a woman before?"

"Well, no – that's a ridiculous idea, isn't it?"

"My thoughts exactly."

* * *

"One man did all of this?" Lilith looked up from the screen with an expression somewhere close to nausea. "He's violated almost every tenet of the Code of Ethics – and he got away with this how?"

"Keep reading, Lilith."

She did as directed, eyes growing darker and more angry with each line of text they scanned. "Twenty-nine counts of genocide, twenty-one counts of extreme racial manipulation beyond acceptable limits, one hundred and ninety counts of first-degree murder, and a laundry list of other offenses too numerous to mention... Sentenced to death by decree of Meztec Kelraz Sarien, Exarch." Lilith raised her head again to look at her aunt. "This happened before I was born and before the current Exarch came to power. She's been around for ages, so this is old business. Why do you think this guy is the one we're looking for?"

"It has to be Ulamo. I don't know how he could have survived, but based on what I've read in your mind while you're in connection with Marius, there's no one else it could be." Avery paused to gather his thoughts, and when he spoke next his voice was heavy with unspoken regret and despair. "He's using techniques that I perfected and passed on to him, Lilith, techniques that have been banned by most sentient societies in our jurisdiction. He was my best student and a dear friend, and now I have to tell you to kill him."

"You want me to _what?_"

"Want, Lilith? There is no 'want' about this." Avery's tones now rang with a hollow finality that made Lilith shiver. "He was sentenced to death – and, might I add, so were you. You were only allowed to go free based on the Doctor's testimony and my word that you would exonerate yourself by getting rid of Ulamo. So either you kill Ulamo or we will turn right back around and you will go back into prison. Then you will die, and so will Marius and Elder knows how many millions of innocent people. All of that will be on your head when the lights go out in that cell, and they will take pleasure in tearing you apart."

It was some time before Lilith spoke, and it was plain from the returning tension on her face that she was thinking over past experiences and weighing them against this current threat. "Will I at least get my gun back?"

"If it makes you happy, my dear, I can arrange that." Avery allowed himself a thin smile and clapped his hands together in a signal to move onward. "Now if you could help me to fly this thing, we'll get going."

* * *

"Whatever she – er, he – has to say can't be that bad, but apparently I don't need to hear it. This is only _my_ ship, which they really don't need because they can travel through time and space unassisted." The Doctor shook his head in an attempt to clear a faint buzzing feeling growing between his ears, then sat up straight when an abrupt lurch signified a change in the ship's course. "What the - " He slapped his book closed and tossed it aside as he jumped to his feet and dashed off in pursuit of the responsible parties. "What did I tell you? She's _bad people!_ And you accuse _me _of not listening..."

* * *

All was still in the control room, machinery relaxing from its former cacophony of activity to a subdued standby murmur that was broken by the patter of hasty footsteps on the deck plating. "It seems we have arrived," Avery announced with a pleased grin. "Nice work, Lilith."

"Don't thank me," Lilith muttered, massaging the back of her skull where it had impacted with the floor and looking faintly green around the edges. "God, of all the times to get motion-sick."

"What is going on here?"

Both Sidra turned to face the newcomer to the control room who stood with his arms folded and now glared back down at them. Avery maintained an aura of childish glee and accomplishment while Lilith returned the glare with equal ferocity. "Where in hell did you learn how to fly?"

"Here and there, which is good enough to get the job done. If you needed to go somewhere, you could have just asked! You could have flown this thing into a supernova for all I know, bloody amateurs..." Brushing the still-beaming Avery aside, the Doctor moved from readout to control panel to another readout and let out an astonished noise at what he saw. "Cardiff? Out of all the places in the universe, you just had to take us to Cardiff! What does this have to do with anything?"

"Not so much what as who and when, my good Doctor," replied Avery, grin turning smug as he spoke. "21st Century Cardiff, home of Torchwood Three – I thought you would have figured that out by now." He spotted the Doctor moving to adjust one of the controls and in response reached out and swatted the moving fingers away with a stinging slap. "Touch those again and I'll break every bone in your arms. You won't need them for what I have in mind."

"Which would be what?"

Avery's smile narrowed into something only vaguely pleasant. "It should be obvious when the time arises. Now, if you know what's best for you, _out._"

* * *

_Not that I doubt your wisdom, Auntie,_ _but did you have to ask _these people_ to help us out?_ Lilith did not dare voice the thought aloud as she took stock of her surroundings with both physical senses and mental abilities. _I mean, Dad thought it was bad that I kept _one_ body in a freezer, but that was for emergencies. This group's got a whole cellar full of corpses – talk about having skeletons in your closet – and then there's the critter in the basement! What did Harper call it – a Weevil?_ She brought her mind back into focus and opened her eyes, noting the computer banks and equipment arrays – _and a sofa. Grudging marks for attempts at domesticity, I guess – _and jumped when a faint reptilian caw sounded from overhead. "What the hell – a pterodactyl?"

"Easier to train than a guard dog and surprisingly friendly with children," the Doctor remarked, shrugging. "A bit showy for a household reptile, but not the worst you could do."

"We haven't had a problem with it since we got it to stop making nests out of Tosh's papers," Jack replied with the smile that Lilith hadn't trusted when she first had seen it and trusted even less now. A surface scan of his thoughts told Lilith nothing that she hadn't known already: _He thinks I'm going to turn traitor again and quite frankly wishes I were dead or at least severely injured. Well, you ass, my life is punishment enough. Perhaps you'd like to share brain-space with the late great Saxon?_ Jack's smile faltered a little bit and Lilith realized that she'd inadvertently projected her musings at the object of her ire.

The Doctor snorted dryly, having overheard Lilith's thoughts, and Avery shot Lilith a look that could best be described as strained patience. Lilith turned pink and coughed uncomfortably, muttering "Right. Moving along" under her breath even as the rest of the Torchwood cell turned to look at her with looks ranging from puzzlement to veiled amusement. _Remind me again, Auntie, of why we need the peanut gallery along on this one..._


	28. Fine Print

**28 – Fine Print**

"_It should be obvious when the time arises" - what kind of mumbo-jumbo was that? _The Doctor folded his arms across his chest and stood back to watch as the mind-probe was activated and began to work its way through the subconscious of Ianto Jones. Lilith and Avery stood on either side of the examination table, each resting a supporting hand on the man's shoulders as they boosted the probe's processes with their own abilities. _And now we wait for them to rummage through his brain like raccoons in a trash bin while one of their own race is dying – shouldn't we be _doing_ something?_ Lilith gave a faint disapproving cough as if she'd heard this train of thought but otherwise did not budge from her pose of impassive concentration.

_So what is this grand purpose that I'm supposed to be fulfilling anyway? Right now all I seem to be doing is holding down the floor and converting oxygen into carbon dioxide._ All eyes seemed to be fixed on the man on the examination table and the two aliens flanking him, and a thought occurred. _I'd bet I could put a potted plant or suchlike here in place of me and just leave and no one would notice. Then I could be doing something more constructive than just standing around - _

**Don't even think about it. **This firm reminder was enough of a diversion from his ship's normally calm tones that the Doctor blinked in surprise. **Whether you like it or not, it's your turn to stand back, watch, and not touch anything. Even a great adventurer such as yourself – **this last was said with a broad stroke of sarcasm – **must learn the delicate art of restraint. And before you start to protest like I know you will, look down. You're starting to fidget already.** The Doctor opened his mouth to retort, then hastily glanced down at his folded arms where the fingers of one hand were tapping against the opposite sleeve. **See? We know each other far too well. Now stop complaining and keep an eye on her like you're supposed to.**

This admonition was delivered none too soon as Ianto gasped in shock at some unseen horror, a gesture that Lilith echoed with a choked sob. Avery's features now creased into lines that the Time Lord knew all too well, those of the face folding in under the weight of deep-set pain too fierce to vocalize. Ianto came to awareness again in the embrace of Jack, leaving his two guardians alone to process what they had seen during the probe's operation. Avery took a deep breath and forcibly composed himself, moving on through the ensuing explanation of the proceedings with a brisk cheer that the Doctor knew was false.

A glimpse into Lilith's thoughts was more chilling, though – a pervasive gloom had settled as if someone had lowered a dimmer switch and a low, pulsing beat could be heard at the edge of her consciousness like rhythmic thunder. The conversation in between members of the Torchwood group faded into the periphery as the Doctor placed the beat in his memories and shuddered when he realized what it meant. _Before I thought you were just being cruel and sick – well, moreso than your usual lovely self – but this!_ He risked locking eyes with Lilith and immediately regretted it as a nasty and all too familiar glint lit in the pale blue irises.

Avery then broke the tension with a forceful slap on the shoulder for both the stunned Doctor and the balefire-glaring Lilith. "Come on, lovebirds, outside. Time to talk strategy."

* * *

Once aboveground and away from the confines of the Torchwood Three facilities, the trio began what appeared to be a slow, leisurely stroll across the grounds of the Millennium Square. Avery and the Doctor walking side by side both kept a careful watch on the tensed figure stalking a few paces ahead, and after about five minutes of silence the Doctor finally decided to speak. "You, er, don't have a plan... do you?"

"Not one bit," Avery muttered. "I thought that was more of your specialty. Maybe your brains and her raw abilities would come together into something brilliant..."

"I hate to tell you this," the Doctor grumbled back, scratching sheepishly behind his ear, "but in case you haven't figured it out, planning isn't my strong suit. Lots of seat-of-the-pants maneuvers, that sort of thing."

A dry snort from Lilith. "That explains a lot."

"Oh, you're a one to talk!" the Doctor snapped back. "Name just one of your ideas that's actually gone the way it was supposed to!"

This brought Lilith up short, suddenly enough that the pair behind her almost ran into her. Turning neatly on one heel, Lilith said, "That may be true, but a certain maxim about pots and kettles comes to mind. Two words for you, Mister Pot – Rose Tyler."

"_Enough!"_ Avery pushed the two arguing parties apart with disgust evident. "Save it for later, both of you. We have more important things to be talking about, such as planning..."

"Right. Planning." Lilith turned her back on Avery and the Doctor once more and resumed her pensive pace of earlier. "I just don't get it. Ulamo is a butcher, depraved in every sense of the word, and yet somehow he managed to slip free. He enjoys what he does with every fiber of his being and he's gotten away with it! And then you have me – mistake after mistake that I pay for each day of my life and someone gets pissed off each time I sneeze. I would say that there's no justice in the cosmos, but that's not quite true. I'm in the right this time!" She gave a delighted laugh and twirled around, the light catching on the silver ring dangling from the chain around her neck as she skipped in girlish glee. "You see, I read somewhere that each creature has an appointed place in which to die and when it is their time to pass on, they will find themselves in that place." Lilith stopped and stood facing the two men, hands on hips in a defiant stance. "I don't have a plan either, but trust me, I'll come up with one. I'm going to have so much fun with this."

"That's just what I'm afraid of," Avery murmured, sideglancing the Doctor to gauge his reaction and receiving a silent nod of agreement. Lilith trotted on ahead, lost in her own thoughts that neither of the men wanted to guess at, and Avery turned to the Doctor. "So do you have an idea now of what you've been dragged along for?"

* * *

Lilith required a fresh dose of painkillers before the group finally left on their rescue mission, and even after that one could see the physical discomfort transmuting into hard lines of silent fury on her deathly pale face as they arrived at the warehouse to which Marius had been taken. Her hands itched for some kind of weapon during their cautious entry, her skin crawling with anticipation of the darkness and the combat awaiting her at the end of this journey. While her feet touched ground and her eyes searched the gloom, her thoughts raced ahead at a breakneck pace as she pondered every step of the execution at hand. Only a small portion of her consciousness was left to assist the other searchers, but it was not long before each fiber of her being thrummed with a feverish desire for revenge.

The detached analytical portion of her mind was therefore not surprised when two doors clanged shut, sealing herself, Avery, Gwen, Jack and the Doctor in a chamber that was eerily familiar. The memories were torture enough, but a dangerously calm voice began to speak to the trapped quintet in words that belied an uncanny intimacy with the hostages. Ulamo's words seeped into Lilith's blood like a slow poison, slowly warming the wrath within and bringing it to a steady boil. Her shouted tirades against the invisible enemy only fanned the flames, raising her anger into a roar in her ears that blocked out Ulamo's final declaration: "_Do you know that there is enough acetylene in the room to work with your two lovely Sidras? It's a nicely created one that was dubbed the Nightmare Room. They'll be too busy to help you find the door. I suggest you hurry...the longer you take, the worse it will get for them. The longer you take, the more...unpleasant...it will be._"

* * *

"It's getting harder and harder for you to keep it in check, isn't it?" The voice of the Master, maddeningly smug, pierced through the din and was followed by a satisfied laugh that caused Lilith to clamp her hands to her ears as if to try and block this new torment. "You've tried so hard to be a good little girl, to play along with their games in the hope that they'll leave you alone. Aren't you sick of it, dear? They figure your soul is black enough already – what's one more death, even if it's murdering one of your own people? Stop being a pawn, Lilith. I know you're better than that, and you know it too."

"Stop it..." Lilith moaned, sinking to her knees. "You don't know what you're talking about."

"Oh, I don't? I've been riding around in the back corner of your mind for god knows how long, listening to everything. Odds are I know more about it than you do because you've been so addled on drugs! Just because I haven't been speaking doesn't mean I haven't been paying attention." The Master faded into view once more and, heart thudding loudly in fear, Lilith glanced around for assistance from the others in the room. "They're all busy, Lilith. It's just me and you, just like old times. And oh, what fun we're going to have!" He knelt in front of the visibly shaking young woman, smiling genially as he beheld her terror. "You're afraid of me? Why?" One hand reached out and grasped Lilith's slender throat, and when the Master rose to his feet he tugged her along with him. "Is it because you've finally realized that you aren't in control anymore?"

The grip constricted slowly like the coils of a python, and any attempts on Lilith's behalf to free herself met with failure. "That's right, my dear. Your emotions and your pain gave me all too easy of access and I've been studying you. My body may be dead, but I know enough now that I can take your place and they will never know the difference. All of your marvelous powers will finally be put to good use and no one will be able to stop you! Aren't you happy?"

Grunting with effort, Lilith balled one of her fists and swung, smiling with satisfaction as it impacted in her captor's abdomen and caused him to lurch backward, loosening his grip. "How about 'no'? No to all of the above."

"So you want a fight, then?" The image before her shimmered and swayed and once more Lilith found herself looking at the darker projection of her innermost thoughts and desires. Dark-Lilith grinned and brought her hands together, cracking the knuckles with thorough relish. "If you want a fight, you'll get a fight, and we both know who will win."

* * *

_Pulses weak, but both still there. That's good. Breathing, check – so why is she still unconscious?_ The Doctor frowned as he observed Avery attending to Lilith. Avery made good time in patching up the major cuts and scrapes, of which there were enough to cause deep concern among those watching, but the worst moment came when Lilith went completely limp, a massive knot manifesting on the back of her skull as if she'd been forcibly struck. Her head lolled unresponsively against the Doctor's chest for a few seconds before she awoke once more, gasping for air. Upon realizing where she was, Lilith quickly sat up and distanced herself from the others. "Talk about deja vu there," she mumbled, glancing around to get her bearings as well as a location on the renewed empathic call for assistance.

"Oh...?" A light probe of Lilith's thoughts revealed a chaotic jumble just barely held in check, only needing the faintest emotional nudge to boil over into something ugly. _And they expect me to keep her stable? This wasn't in the contract._

**You should have read the fine print, **Avery replied tersely, though his face betrayed no trace of emotion.

Lilith lifted a hand to point in the direction she'd discerned, reminding the group of their purpose with that gesture and her next words. "Up there. Marius is up there."


	29. Nothing Left Out

**29 – Nothing Left Out**

Lilith's tracking abilities had proven uncannily accurate, leading the group to a chamber filled with horror visible to all present. Even she looked vaguely nauseous as she beheld the captive figure, broken and bleeding and barely recognizable as the shy, bookish young man that had appeared in her office ages ago and had shown appreciation for both the admittedly illegal project on her desk as well as the one that worked on it. With a strangled cry of grief, Lilith pelted over to the table and reached a hand down to touch Marius' bruised and bloody face. "Marius..." Marius stirred, groaned slightly, then subsided once more. Fighting back tears, Lilith turned to fumble with the first of the restraints that held him in place. "Marius, wake up..."

After several failed attempts, Lilith clenched her shaking hands and turned to look at the Doctor for assistance. The dark mix of panicked frustration and desperation overlaying something far worse said more than any words and, leaving Lilith to comfort her colleague, he set to work on loosening the bonds, focusing intently on his task so as not to be swallowed by the gloom threatening to overwhelm Lilith's mind. _One of us has got to stay sane,_ he mused, adjusting a setting on the sonic screwdriver when his efforts likewise met with futility.

"Marius, open your eyes. Come on."

This at last elicited a response, Marius slowly opening his eyes and blinking against the sudden glare of flourescent light in his face. He frowned uncertainly, whispered, "Lilith?"

Lilith laughed once in relief, sniffled once and wiped her nose on the sleeve of her coat. "Yeah, that's right," she said, smiling. "I'm here to save you, Marius." She touched his face again, hesitantly at first as if still reluctant to believe what she was seeing. The light that had filled her features at that moment then darkened abruptly as Marius' eyes lost focus and his breathing turned ragged and shallow. Lilith glared back over her shoulder to where Avery waited, snapped, "What are you waiting for? He doesn't look so good..."

Avery then took charge, checking Marius over to make sure that no life-threatening injuries existed. Moving with the swift confidence of a practiced professional, he took the captive's broken foot in his hands and carefully twisted it. Marius came to alertness again at that moment, the pain calling him back as he turned his face into Lilith's hand to muffle a scream. "I'm sorry, Marius. Avery was just setting the foot."

"And there we go! There's the last of them." Stashing the screwdriver back in a coat pocket, the Doctor set to work removing the straps that held Marius in place. "That's more like it - we'll get you out of here in no time."

Looking for a way to make herself useful, Gwen fished a clean cloth and a canteen from Avery's medical bag and used these to soothe Marius' chafed wrists and ankles as well as to wipe away some of the excess blood. She then noticed something a little bit off about the whole scenario, coughed awkwardly, and shot a significant look at Jack. "He's... ah..." Jack nodded understanding and removed his jacket, crossing over to the table and helping to ease Marius into a sitting position so that he could be covered against the chill of shock and sudden public exposure.

Lilith's attention, meanwhile, had turned elsewhere and she scowled as her eyes fell on the band encasing Marius' upper arm. _Oh, now that just does it!_ "One last thing, Doctor. Get rid of it."

"Plastic, hm? Shouldn't be too hard." The sonic device was brought to bear once more, settings adjusted as its owner tried to figure out just why it wasn't working. "What the..."

"What's wrong with this stupid thing?" Lilith grumbled to no one in particular. Marius stumbled over the words, offering an explanation that Lilith barely heard over the pulse of returning anger. The conversation continued on, Avery mentioning something about Marius having been given a strong hallucinogen, and Lilith muttered, "Then we should leave before Ulamo gives us another surprise."

"I don't think he's done with us just yet," Avery retorted, then said something to Jack that Lilith didn't catch. "Oh, that reminds me..." He unslung a long, cloth-wrapped bundle from where it had rested on his shoulder. "Here you go, dear. I think you'll be able to get some use out of it now."

Lilith took the bundle and removed the wrappings, grinning as she hefted the familiar weight of her rifle. "Finally!"

Marius opened his mouth to speak in spite of the glares from the others that told him to save his energy. "Still illegal," he managed, "but it suits you. I'm glad you're alive."

The Field Agent hung the rifle over one shoulder by its strap and gave Marius a soft pat on the cheek. "That goes for you too, kid. You can't die on me now – we need you to live through this, okay?"

Marius gave a weak nod as he was carefully lifted by Avery, relaxing in the professor's watchful embrace. The group then moved on toward their final goal, the darkness settling deeper in Lilith's heart with each step. _Make your peace, you sick bastard. I'm coming for you._

* * *

Lilith's desire for confrontation was satisfied sooner than the group anticipated. The figure melted into the light just steps away from the exit, clad in the seamless black of Enforcement and watching them calculatingly with eyes of the same deep hue. "Of course it's not that easy," Ulamo said, raising a remote control towards the ceiling. Machinery whirred briefly and all who could looked up to see the ceiling descending rapidly towards them, stopping perhaps a yard above their heads. "That's a rather large and well-placed box, I would say. One would also think that, should you try to kill me, it might fall on all of you. The way it is, and where you all are, there isn't enough time for all of you to move without dying, or even losing a limb." He then turned his attention to Jack, grinning sharply in a manner that put one in mind of an aquatic predator with bloodlust on its mind. "Have you ever died by being flattened, Captain? I assume it's rather—agonizing. Not just the death, but being brought back while still underneath it, a cycle of dying and rebirth. That would hurt."

Marius trembled at the sound of the voice, trying to suppress the all-too-fresh memories that surfaced. Ulamo noticed this as well and grinned even wider. "Now then – who should I play with first?" He glanced over the group, rubbing his hands together like a child in a toy shop. "Three lower-beings...two Humans and a Time Lord, and one who can survive anything. I'll have so much fun with you."

Lilith stepped forward, one hand on the rifle's shoulder strap to steady it in case it would be needed. "You're not going to get a chance."

_And here goes nothing,_ the Doctor mused, feeling the abrupt change in Lilith's mental climate as surely as if he'd been doused with a bucket of ice water. _I just hope that she doesn't bring the whole place down around our ears while she's at it._

* * *

Lilith breathed a mental sigh of relief when Avery teleported the others out of danger, the ceiling block falling like a grave slab at her back and separating her from her friends and allies. _No going back now,_ she thought, forcing herself to coldly smile in order to cover her own unease. "Are you ready, Ulamo?"

"Ready for what?" Ulamo asked, smirking. "I have yet to see anything that could possibly pose a threat – just a scared half-breed girl and a weapon just as bastardized as she is. I'd be surprised if she could even get it to work."

"Trust me," Lilith growled, "it works." Pulling time to a near-stop, she quickly adjusted the settings on the rifle and brought it to her shoulder. This time the grin was real as her finger eased the trigger back, her mind anticipating the clean, clear shot right between her enemy's eyes. "I've had plenty of times to test it!" Time snapped back into place, flying along with the invisible projectile -

Ulamo lifted a hand, palm in the air between his face and the trajectory of the sonic bullet. The air rippled and shimmered, a faint bruise appearing on Ulamo's skin but otherwise leaving no trace of the shot. "Interesting concept, but it needs some fine-tuning." He waved his hand as if batting a fly away and the rifle tore out of Lilith's grip, flying away out of her reach. "Shall we put the toys away and get down to business?"

"You should have told me that you like to play rough!" Lilith inhaled briefly, focusing her thoughts. "But then again, I should have guessed, what with the torture bench and all. In any other situation, it would be harmless kink and maybe fun..." She stepped aside as Ulamo struck at her with jabbing fingers, phased out of reach of the energy lash extending from his other hand and hit him with a swift kick, hearing the crack of bone in his arm and a grunt of pain as the blow connected. "What were you saying about no toys? Tsk tsk, my friend."

Ulamo dropped to the floor, swept a leg out to knock Lilith off-balance. "Never take an Enforcer at their word, young one. I thought you would have known this by now after having tasted their hospitality!" The pointed fingers struck out again at one specific point on Lilith's chest, the energy behind the strike enough to cause one of the two hearts to shudder in its beat. Lilith coughed in pain and effort but nonetheless rose to her feet once more, barely moving in time to dodge the fist that would have crushed her nose up into her skull. Ulamo scowled in disappointment - "That should have incapacitated you!"

"Two hearts, dear," Lilith retorted. "You've only slowed the inevitable. Here's a lesson for you: if you really must get stuck in a body, try for a Time Lord. Humans are so... limited, wouldn't you say?" Spotting Ulamo attempting to rise, she aimed a well-timed kick at the juncture of the legs and grinned wolfishly when it connected, sending him back to the floor with a hissed curse. "Then again, one might also cast their vote for a form without external genitalia. Near-godlike abilities, yet knocked out of commission by a nice friendly squirrel-tap? Embarrassing, to be sure." She chuckled, then added as an afterthought, "That, Ulamo, was from the citizens of Mondas. They send their regards."

"Cute," Ulamo snarled, clenching his fist. Energies swirled into a node of near-blinding light before being released towards the yet-grinning Lilith, who merely sighed and crossed her arms over her chest. The balled lightning lanced out towards her but was intercepted by an incandescent barrier that crackled as the energy broke over it and dissipated like an ocean wave. The building around them swayed and shivered with the force of the explosion but mercifully stayed upright, and Lilith yawned and inspected her fingernails.

"Oh, was I actually supposed to feel that? I'm sorry, I'm afraid I missed something." Lilith then waved a hand, jerking Ulamo to his feet with an unseen grip. "As fun as this has been, I have better and far more entertaining things to do with my time. Pray the gods are merciful, for you will join them shortly." She reversed the barrier, this time encasing her enemy in a prison that, try as he might, he could not escape. Lilith took a deep breath and closed her eyes, noting the paired beats of dual hearts thrumming in a four-part pattern that she'd thought she'd escaped. _Fine. You want me to use my abilities? Watch._

"Ulamo, you have brought shame to your family and to the body of our race. You thought you could run... but nothing can escape us forever. An eye for an eye, for the horrors that you have brought upon the innocent with no one to defend themselves." Ulamo said nothing as each orb first went white with blindness, then bled out into pools of blackened rot. "For the homes and lives you have shattered, each bone in your body is broken." Lilith raised a hand, curled the fingers slightly, and thanked higher powers that she could not hear the grisly snaps and crunches as each of the bones in Ulamo's human skeleton slowly ground to powder. "Your heart in exchange for the dreams and hopes that breathe no more." A gurgling, bloody cough, followed by a slow smile that only threw Lilith's anger into full flare. "And lastly, Ulamo of the line of Ordas, you will burn just as surely as the planets you have destroyed. Thus passes the will of the Exarch through my hand!" Lilith then squeezed her fist closed, filling the room with blinding light.

The moment lasted for what seemed like an eternity as she continued to tighten her focus, yet even as she increased the energy pouring through the barrier she could still sense her captive hanging on to life by the thinnest threads. Where any lesser being under the same stress would have howled in agony Lilith could hear Ulamo's maddeningly calm words: "You'll have to do better than that, Lilith. You're still so young... and untried... but I am older. I have reserves that you can't even begin to fathom."

The memories were all too fresh of the atrocities Lilith had seen played out in Ianto's mind, memories that she'd done her best to bury so as not to lose her carefully maintained control. The pain from Marius still flickered at the edges of her consciousness, and now a new panic set in when Lilith realized that that fragile connection was flickering and fading. "No! He can't die, not now - " The anger burst forth anew, this time causing the concrete beneath her feet to crack with the physical manifestation of raw emotion. It flew through her veins in a fiery rush, rising in her ears in a banshee wail over the percussive beat of war drums, and without a second thought about it Lilith poured this newfound energy out into Ulamo's prison. "You know what? I do too. _Burn in hell, bastard!_"

"_That's more like it. You... would make an... excellent... Enforcer."_

There was a final brilliant flash as the tethers connecting Ulamo to the plane of the living severed, and while the barrier prevented his death energy from leaking out, it did nothing to contain the force of the detonation. Lilith felt the tremble and released the barrier surrounding Ulamo, reforming it around herself just in time to be caught by the shock wave and thrown against one of the steel girders supporting the walls and roof. This was the final push needed for the framework to give way, and the roof collapsed with a deafening rumble.


	30. Le Divorce

**30 – Le Divorce**

"Lilith! Lilith, where are you?" Avery at his heels, the Doctor made his way through the rubble that had once been the center of operations for Ulamo and his associates. _If I hadn't known what was here, it would take a very strong imagination to figure it out from what's left behind,_ he mused, noting with a chill that many of the chunks of debris – crumbled concrete, steel support beams, heavy metal siding and other unidentifiable materials – were large enough to crush the average human. Of the others Ulamo had killed there was no visible trace; the entire scene seemed eerily devoid of life and the search would have ended had Avery not let out a sudden gasp of realization. Without waiting for his companion's agreement, the professor picked his way through the ruins towards a signal that only he could detect.

"She's alive, but only barely so!" The words drifted in Avery's wake like an afterthought as he slowed his steps, looking first one way and then the other like a bloodhound sniffing out its quarry. "Just a hair away from buying the farm, as the good people of Earth would say."

"Barely? You say it like that's a _good_ thing!" Gritting his teeth in aggravation, the Doctor followed Avery's steps and also began to focus his search. "She tore this place apart. Killing Ulamo would take a massive amount of energy and anything even remotely organic in this place has been blasted to powder or less! How could you know she's alive - "

Avery held up a silencing finger. "Hush, o ye of little faith," he intoned with an enigmatic smile, then reached his hand out towards a particularly heavy section of support beam with a few shreds of siding attached to it. He waved his hand as if shooing a fly and the rubble shifted, revealing a bloodied, shivering and very much alive Lilith. "There you are, young lady! I knew you could make it. Can you stand?"

Lilith turned slowly to look at the two, eyes wide and pale with shock. "It's over, Auntie. I killed him. Ashes to ashes, dust to dust... " She slowly opened up her clenched fist, revealing a handful of sparkling particles which she blew away into the wind. "He won't hurt anyone anymore. Can I go home now?"

Avery smiled reassuringly down at Lilith and extended his hand to her, which she took for support and rose on shaky legs. "All right, that's my girl. Now just come along with us, we've still got to take care of Marius - "

At the mention of the name, something snapped in Lilith's temporarily vacant mind and the fire of before returned to her features. "Marius! Sweet Matriarch, how could I have forgotten..."

"I'd say you were a little preoccupied," the Doctor muttered, looking around once more at the ruins around them and then back to Lilith. _And she survived all of that! She just might be good to have around after all._

Lilith closed her eyes and breathed in sharply, then flung her arm out and exhaled. The rubble shifted to open a path in the direction she pointed, and with a satisfied smile Lilith opened her eyes once more and dashed away, only pausing briefly to glance back at the bemused Avery and startled Doctor. "I'm tired and didn't want to waste time picking through here like a billy goat, okay? Now come on already!"

* * *

"Anything I can get for you? Water, or maybe something stronger?" The Doctor made a disgusted noise as Lilith turned in her path and retraced her steps. "Perhaps a sedative – I don't think Jack would appreciate it if you wore a hole in his floor with all of this pacing business."

"I really, _really_ could use a cigarette right about now." Lilith clenched her fists, held them closed for a moment, then released them. "That's just sick, isn't it. I killed one of my own race, brutally butchered him because it made me happy at the time, and now I want drugs."

"Well, I'm afraid I can't help you there." Pause, then, "If it makes you feel any better, you won't be going back to prison after this."

This was enough to stop Lilith in her tracks, to cause her to turn abruptly and glare at her client in what could best be described as white-hot righteous fury. "But that doesn't justify a damn bit of it. I thought you'd see that, Doctor!" She swiped tears away with a quick touch of her fingers, muttered, "I thought I'd be happy to get rid of that bastard, but what have I really accomplished? I let my anger get the best of me and I – I blew up. I lost control at the very end which was exactly what he wanted. And now..." Lilith sniffed and briefly wiped her nose on her sleeve before continuing. "It feels like there's a hole right here." She tapped the center of her chest, wincing as she touched the bruise Ulamo had left during their conflict. "What is justice, really? It's bloody subjective, that's what it is. Just like everything else."

"Oh come here, you." Without waiting for approval or disagreement, the Doctor snagged Lilith by her arm and pulled her close, wrapping her in a warm embrace. "You did a good thing, Lilith, and you saved a life today. That's what matters."

"But he said that I would make a good Enforcer," Lilith said after a time, her words muffled from where she leaned into the Doctor's shoulder. "They're all monsters, every one. I don't have that in me, do I?"

"The potential, maybe." Lilith stiffened in response to this, but relaxed somewhat when she heard the rest of his thought. "But that's only if you allow yourself to become that way. You also have the potential to become a truly wonderful person. And though there've certainly been some hiccups here and there - " Lilith giggled at this " - I think you've taken a step in the right direction."

Hearing a new set of footsteps, the Doctor looked up over the top of Lilith's head to see Avery silently observing the scene with a weary smile. "By all means, don't let me disturb you," Avery muttered. "I just thought you might want to know that Marius is awake. Sore and very, very tired, but alive and awake."

Lilith hastily untangled herself, blushing at having been caught in such a scenario but at the same time astounded at what she was hearing. "Oh my god! I don't know whether I want to hug him for surviving or slap him silly for being an ass," she grumbled, then stalked off in search of her colleague.

Avery traded a look with the Doctor and shrugged. "I think she'll be fine, don't you?"

* * *

"Okay, Auntie, you can stop frowning like that. How much did I hurt myself?"

Avery looked up from his scanner and shook his head. "Take a wild guess."

Lilith blinked. "I feel just fine. Hell, great now that Herr Psychopath is staying quiet, and better than I should be from the look that you're giving me – come on, spill!"

"I, ah... I'm not sure what to make of it myself. My professional opinion is that you're going to be on bed rest for a while considering the stunts that you've pulled in the past few hours." A faint beeping noise sounded from one of Avery's jacket pockets and he held up a silencing finger to Lilith. "Just a minute, incoming call." He then fished through his pockets until he found the right device, tapped a series of buttons, then spoke to it. "This is Professor Avery, what can I do for you?" Pause, then, "Oh, right. Everything's fine – not exactly as I planned, but the end result's right on target." Avery squinted down at the text reply on the screen and his frown deepened. "You've got to be kidding me. I mean, Personnel's gotten it wrong before. They registered my second cousin Qeep as a giant squid for six thousand years before - " A disgusted noise. "Fine, fine. Send me the paperwork." Avery extended his other hand, open palm upward as if expecting something, barely missing a beat as a thick sheaf of paperwork materialized with a pale golden flash. "I'll see what I can do, but I don't think it'll be pleasant." There was a second golden flash and a _thunk_ as an object that both Sidra recognized as a combat helmet fell to the deck. "Gee, thanks a lot. Bye."

Avery ended the call and rolled his eyes as he replaced the communicator in his jacket pocket. "Damn desk jockeys. Always expecting someone else to do their dirty work..." Ignoring Lilith's quizzical expression, Avery skimmed through the contents of the coversheet that bore the official seal of the Interdimensional Oversight Commission's Personnel Department. "Um..."

"Enough with the significant pauses already." Before Avery could stop her, Lilith snatched the packet out of Avery's hand and likewise read the top sheet. There was some moments' pause before she opened her mouth again, and when she did it was not with the reaction that Avery expected.

* * *

"First they hijack it, then they kick me out. You'd think I'd understand women – and, er, the undecided – after all the time I've spent wandering around, but apparently not." The Doctor took a deep breath, tugged at his coat to smooth out any rogue wrinkles, then started forward toward the closed door of the TARDIS with the iron-jawed resolution of a man on a mission. "One thing's for sure, and that is that this ends right now."

"Get 'em, tiger," Jack muttered, wincing and anticipating certain disaster as the Doctor reached a hand out to open the door.

"_Woooooo!"_ The heretofore closed door now flew open, the person on the other side letting out a jubilant yell as she shoved something at the startled Time Lord. "Read it, Doctor! The truth shall set you free – or in this case, a bureaucratic glitch. Who's up for something wild and crazy and a little bit exhibitionist?" Stunned stares and blinks met this pronouncement and Lilith's exultation faded a fraction. "What? I just found out that I'm a free woman in every sense of the word!" She sighed, shrugged, and changed tacks. "Fine. I'll go with a conga line instead – who's with me?"

"I don't think I have the right music, but when's that ever stopped me?" Jack snared Lilith around the waist and added, "Lead on, fearless one. Come on, folks, she's just saved the world and she wants a party! Who are we to deny her?"

Toshiko shook her head slightly, muttering something about equipment recalibration, and Owen gave Jack a look that clearly said _No_, _you ass_ without need for words. Lacking similar resistance, Gwen and Ianto found themselves swept off in the gleeful wake of Lilith and Jack. This left an amused Marius, bemused Owen, and stunned Doctor in sudden silence. "So, what's the news?" asked Marius, dreading the reply.

"It seems that, due to a change in ink color on the required forms that I was not informed of, I am now divorced." The Doctor rubbed the bridge of his nose to clear a gathering headache, then murmured, "Just as I was getting used to the concept. Ah well, that's life for you, isn't it?"

"It gets better than that." The three men looked up to see Avery emerge from the TARDIS, scanner in hand and an ashen expression on his face. "Even if she were a full-blood, Lilith shouldn't have been able to kill Ulamo. I think I've figured out how she did... and I don't think you're going to like it." Avery winced under a sudden withering stare from the Doctor and muttered, "She definitely won't. We need to have a little chat."

"Oh, that goes without saying," the Doctor grumbled, turning Avery around with a firm grip on the shoulder and marching him back inside the ship. Once the door was closed and latched behind him, he rounded on Avery. "It's about time that someone explained a few things!"

Avery gave a small, pained smile and murmured, "Sounds funny coming from the man who usually causes all of the questions. Karma's a bitch, isn't it?"

"I'm not even going to answer that. Okay, first question: you wanted me to come along just so I could be a glorified security blanket?"

"Essentially yes," Avery replied. "Would you have wanted to be around if she'd gotten stuck in psycho bitch mode? I don't think so. Like it or not, she does care for you and as such you're one of the few she would listen to. Next question?"

"Right." The Doctor tugged on his ear for a moment, marshaling his next thoughts based on new information. "So let me get this straight – you didn't expect Lilith to be able to finish her job, but you put her up for it anyway? You sent your own niece on a suicide mission and you didn't even bat an eyelash! What kind of a person are you?"

"A good employee, that's what. I saw what needed to be done and knew I had the tools to accomplish it. Lilith's reputation was gone beyond repair, so the least I could do is give her a purpose, a chance to do something good at the end." Avery wiped hands over his face, rubbing his eyes wearily. "The plan was to have her weaken Ulamo and then send in an Enforcer squad to dispose of him. I love that girl like she's my own, Doctor – I had to sort of fill in after her mother died and Cameron went splat. Do you think it was _easy_ for me to send her in like cannon fodder? I might have been trained as an Enforcer but that doesn't mean I don't have a heart."

This was enough to give the Doctor pause, and when he spoke again his words held an odd deflated quality. "What is it with you people? You have no problem with laying down life – be it yours or that of others – just to make sure that the right thing gets done."

"I knew you'd understand." Avery sighed. "You thought we were just drones, didn't you? Every day of our lives we make large sacrifices for small victories that the benefactors rarely ever see, and we do it because it's the right thing to do. With great power comes great responsibility, as I'm sure you've heard before."

"Many, many times. It's a good thing Lilith survived, then – one less sacrifice for you to make."

"Er, two, actually." Avery shifted his weight uncomfortably from one foot to the other and looked away as the sudden sharp stare returned. "The only reason why Lilith was able to kill Ulamo is because she had a surplus of bioenergy available, somewhat similar to what you have immediately after regeneration, except..."

_This cannot possibly bode well. The man looks like he's going to have kittens..._ With a sinking feeling in his gut, the Doctor muttered, "Except what?"

"Except that in the case of our race, it only occurs at the beginning of a gestation cycle when the body is adjusting its production needs for the offspring. Normally we can find a safer use for the excess energy until the mother can control it, but Lilith channeled it along with her anger into destroying a mature Sidra." Avery gulped nervously in a dry throat as the Doctor's expression turned dark. "I really am sorry, Doctor. I wish I could have told you earlier, but I didn't know! And I think it's safe to say that Lilith didn't know either, so stop looking at me like that."

The tension of the moment was lessened somewhat by an urgent tapping on the door of the TARDIS. _"Avery? Doctor? I hate to interrupt your nice little bonding session or whatever you want to call it, but I've got an unconscious woman out here..." _The Doctor wasted no time in unlatching the door and opening it, his unspoken question answered by Jack who cradled an unresponsive Lilith in his arms. "Yeah... I think she was listening in on your conversation and when she heard that last bit, she fainted. Congratulations, by the way."

"Thanks," the Doctor answered, glancing around to gauge the reactions of each person in the room. "Everyone knows, don't they."

"Yes, we do." Marius lowered his hands from his temples where he'd been massaging away a vicious headache. "With the way she yelled, it was kind of hard not to."

"Right then," interjected Avery, doing his best to assume control of a potentially volatile situation. "Put her down to rest somewhere, she'll be fine with a little bit of sleep. In the meantime, let's patch up Marius here and then we can start planning the party." When this was met with blank looks and hesitation, Avery sighed once more. "Please? It's been a long day for me too. Don't make me get official on any of you."


	31. Epilogue: Better Off This Way

**Epilogue – Better Off This Way**

"No cigarettes. Hell, no mind-altering substances of any nature while you're at it. No guns, no explosives, no caffeinated beverages, no sonics, no bioenergy siphoning devices, no hand-to-hand combat..."

Lilith grimaced and rolled her eyes. "What does that leave me, sharp sticks and paperweights?"

"That and your stunning sense of humor," remarked Avery with a dry smile. "You've already blown up a building, god knows what else you'd do if I turned you over to the lovely ladies in Obstetrics. If I know them and I know you, they'd drive you half-nuclear trying to get you to pick out a name and a gender."

"And I've got to deal with this for how long? Three years?"

"More or less. Each Sidra is unique – and doubly so in your case. We're in uncharted waters, hence all of the restrictions." Avery looked over Lilith's shoulder through the exam room window to where the Doctor stood in the waiting area. "But enough about Junior here. What're you going to do about _him_?"

Lilith turned for a moment to follow Avery's gaze, and when she turned back again her features had fallen. "What am I supposed to do, Auntie? It's not like I can chain him to my desk, although the idea has occurred to me. Sweet Matriarch, I just don't know what to do about _anything_ anymore!"

Avery gave his niece a comforting pat on the shoulder, held his grip long enough to be sure he had her attention. "I think it would be all right if just this once the great Lilith had no clue of what to do with her life. Why don't you go out and have a talk with him?"

"That's going to go over really well, Auntie! Like a fart in - "

"A fart in the lift, yeah, I know." Avery shook his head once, wondering just how he could phrase his thoughts delicately. "Put on your big girl panties and deal with it, Lilith. Go for a walk or something - I've got some calls to make."

* * *

_Some time later..._

"What do you mean, our status is changing?" Cameron did his best to remain calm as he faced the Curator-Prefect, allowing the slow clenching of his hands to be the only outward evidence of his distress. "The Doctor isn't dead – much as the universe has tried to remedy that situation – so you can't get rid of us!"

Belrac set her coffee cup down with enough force to make the liquid within slop out onto the desk and glared at the Curator. "You're as high-strung as ever, Cameron. Now _sit down_ and listen for once, will you?"

"Let it be known that I only do so under duress," Cameron muttered and grudgingly lowered himself into one of the plush chairs opposite the Prefect. "So if not death by bureaucracy, what?"

"The Time Lord Office is being reinstated, that's what." Belrac retrieved a paper napkin from a desk drawer and tidied the mess she'd made, then took a serene sip of her drink while observing Cameron's facial expression. "Please don't explode again. The cleaning bill for your office alone the last time you did that was quite alarming."

"No, no explosions today... just... I'm afraid my hearing isn't what it used to be. What – or who – did the bit of legislative gymnastics needed to bring it back?"

"Your daughter." Belrac paused to let the news sink in, then continued, "However, there are going to be some changes around your office now that your status has been changed. First thing, you'll be getting some new staff due to the diminished status of your family. Due to conflicts of interest, Lilith has resigned her commission and will be serving solely in an advisory capacity."

Cameron jumped up from his seat, face flushing as his anger finally burst loose. "That bloody figures! She ruined it all the day she started fooling around with that – that – _argh!_ There are no grounds for this, Curator-Prefect. Nothing like this has ever happened before, and now you're going to let her just wander off into the sunset without consequences?"

"She resigned her commission, Cameron! Now be seated and be _quiet._" Belrac fixed Cameron in a steely look that did not budge until the Curator had done as ordered. "She has given up her authority and her identity as a member of the Commission which, unless you've forgotten, is a cornerstone of who we are. In order to prevent further upset, she's sacrificed her career so that things can continue in as orderly of a fashion as possible. Furthermore, Lilith has requested an indefinite leave of absence upon transfer to the civilian sector and has also asked that no one disturb her until she chooses to return. I think that's fair enough, wouldn't you say?" Noticing the sudden ashen cast of Cameron's features, Belrac risked a comforting smile. "She left a week ago, in case you hadn't noticed, but she has sent a replacement. We haven't been able to come up with an appropriate title, so we just call him by name."

The office door opened tentatively, a quiet interjection coming through the crack. "Is that my cue, Curator-Prefect?"

"Yes, it is. Come in already," Belrac replied, grin turning rueful as she rolled her eyes and murmured, "Just like his father – brilliant, but hopeless in social aspects."

_That voice sounds familiar, and not in a good way,_ Cameron thought and turned slightly in his chair to get a better look at his new assistant. "Sweet Matriarch, no..."

"Did I do something wrong? Or is it my tie? Never could get the trick of it, really..." The young man nervously ran a hand through short brown hair, causing it to spike as if mirroring his agitation. "What? Why are you looking at me like that?"

Cameron spun back and hissed at Belrac, "Are you mocking me, Curator-Prefect? If so, I would like to file a complaint!"

"Why would I do that?" Belrac steepled her fingers, doing her best to hide a smile. "Considering his background, I agreed with Lilith when she said he would be the perfect fit. His name is Junior, by the way. Now be civil and say hello."

* * *

**The End... for now...**

_Author's Note, 10 August 08_: Yep, this is it for at least this part of the story. I do have a few other ideas stashed away in the back of my gray matter that I'll bring to light shortly, including a few unresolved plot issues and reactions to Season 4. Memo to Mr. Davies concerning "The Stolen Earth" and "Journey's End": What in Great Elder Fucknuts were you smoking? Once I get out of the military, I want some. Good stuff, highly unstable and explosive, but still worthy of a puzzled blink or two and the occasional "Huh?" or "Ack!" Especially with the whole genetic fusion bit with Donna...

Right'o, back to the writing board. Thank you all for humoring me, and hope you've enjoyed what you've seen. Maybe you'll like what else comes after this...


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